Dark Legacy I: Ultimate Darkness
by ShadowpwnLord79
Summary: What starts off as a simple mission goes into a war with a unified empire of enemies... led by one thought to be dead. Shadow, Rouge, Sonic, and everyone else must unite as well to face both old and new menaces.
1. Meetings for a Mission

ULTIMATE DARKNESS

_**ULTIMATE DARKNESS**_

**Starring:**

**S****h****a****d****o****w**** t****h****e ****H****e****d****g****e****h****o****g**

**R****o****u****g****e****t****h****e****B****a****t**

**M****e****p****h****i****l****e****s**** t****h****e ****D****a****r****k **

**S****h****a****d****e ****t****h****e**** E****c****h****i****d****n****a**

**Sonic the Hedgehog**

**A****m****y****R****o****s****e**

**M****i****l****e****s **"**T****a****i****l****s**"** P****r****o****w****e****r**

**K****n****u****c****k****l****e****s**** t****h****e ****E****c****h****i****d****n****a**

**E****-****1****2****3****O****m****e****g****a**

**Chapter One: Meetings for a Mission**

Night fell upon the city of Central City.

Few were awake at this point, those who were had busy things to take care of, or simply weren't tired.

One of them was Rouge the Bat.

She had just gotten out of the central building in the city where G.U.N. agents were briefed in secret about a mission by the president himself, or the G.U.N. High Commander.

It didn't matter who to Rouge; she only cared about who was going to offer the bigger reward.

This particular mission was so secret, though, that they couldn't risk telling her there.

They only told Rouge that she was to meet another G.U.N. agent in Night Babylon in the bar who would then give her all the details.

So, Rouge gently soared in the night sky out of Central City and to Night Babylon.

She stopped for a moment to enjoy the cool, gentle breeze that blew on her face.

Rouge could feel the excitement in the atmosphere. Dormant, but there.

Rouge sighed to herself in a relaxed manner, and then leisurely flew on.

Rouge entered the bar. It wasn't very busy at the moment, only about five customers were in it. Rouge looked around for anyone who might be the agent she was supposed to meet.

In her heart, Rouge hoped it would be a certain one...

Finally, she glanced over at a corner. Two red eyes gleamed for a second, and the figure who had them made a slight, beckoning gesture with his hand which no one else noticed but her.

Rouge strutted over in a casual manner, and concealed her excitement with her customary smirk.

"Hey, Shad" she greeted, seating herself next to him.

"Figures they send you" Shadow said, chugging down the last of his drink.

Rouge leaned back in her seat. "Not too nice at greeting an old friend, are ya?" she queried.

Shadow was silent.

Rouge's smirk widened a bit. "Won't even buy a lady a drink?" she asked, scooting a little closer to Shadow.

The black and crimson hedgehog took notice of this advance but made no notion that he had.

"I'm out of spending money" Shadow said.

Rouge sighed. "Okay, fine. We'll do it your way; straight to business" she said, a little disappointed. "What's the mission?"

Shadow looked around for eavesdroppers, and then lowered his voice.

"Our scouts have reported a possible sighting of a Metarex soldier confiding to another" Shadow explained. "Right in Central City, too. We're to go undercover and act as though we're just staying at a local hotel in Central City and confirm if the sightings are true or not."

Rouge folded her arms and raised her eyebrow. "That's it?" she asked.

Shadow shrugged. "Yeah, pretty much."

"I don't see why this had to be kept even more secret than usual; it's probably just a paranoid idiot high on something. I could be out looting treasure from the most ancient temples in the world right now..."

Shadow suddenly smirked.

"What's so funny?" Rouge asked.

"I admire your ability to insult humans, Rouge" Shadow said. "Hardly any of the other Mobians do so."

Rouge took this as praise, and her wings rose a bit. "Well, quite a few of them ARE stupid, but they have the exceptional and occasional rare gems" she said.

Shadow shook his head at the 'gems' part.

Rouge then stood up. "Well, what are we waiting for?" she asked. "Let's go to this hotel we're supposed to stay at!"

Shadow stood up, left a 5 cents tip on the table, and they exited the bar.

Shadow went over to his motorcycle, and ignited it.

"Hop on" he said.

Rouge put her hands on her hips. "You kidding?" she asked. "That'll mess up my hair like no tomorrow."

"Then put this on" Shadow said, tossing a pink helmet to her.

Rouge looked appalled. "And get dumb-looking helmet hair?" she asked.

Shadow gripped the handlebars firmly. "It's one or the other, Rouge" he said, trying not to sound frustrated.

Rouge shrugged, and eased the helmet on, hoping her ears would prevent most of the hair-mess that would come from it. She mounted the motorcycle, and they took off. Rouge put her arms around Shadow to keep from falling off as they sped on. Rouge couldn't help but notice Shadow's tough abs, which she couldn't help but explore a little with her hands...

"Do you mind?" Shadow said irritably.

Rouge awoke from her daydream. "Sorry, Shad" she said, smirking. "It's not my fault you let me put my hands there in the first place."

Shadow rolled his eyes, his quills wavering in the wind.

"Hey, Shadow?" Rouge asked.

"What?"

"Where'd you get this helmet, anyway?"

They made a right turn, and Shadow responded; "I bought it for you on the way to the bar."

Rouge blinked.

For her?

With Shadow's own money?

Shadow basically getting her a GIFT?!

"Well, uh... thanks, Shad" Rouge said.

"Don't mention it" Shadow said. Suddenly they came to a stop.

"Huh? This isn't Central City" Rouge said, getting off and taking off her helmet. "We're still in Night Babylon!"

Then Rouge realized they were in front of her house, right next to Club Rouge.

"You'll need to get your stuff before we go to the hotel" Shadow explained.

"Ah. Of course. Be right back!" Rouge said, and was off.

Rouge returned carrying two large bags stuffed full. Shadow was a little surprised by the quantity of clothes Rouge was holding.

"Ready" Rouge said, the weight that would exhaust a human very little to a Mobian.

Shadow shrugged, Rouge remounted, and they were off.


	2. New Mission

**Chapter Two: A New Mission**

Shadow drove the motorcycle up to the parking lot reserved for them by G.U.N. They dismounted and approached the building.

Rouge looked up at it. "Nice place" she commented. "What's it rated?"

"4-Stars, I think" Shadow replied and opened the door.

Rouge shrugged. 4-Stars was pretty much ordinary to her, as she was accustomed to 4 and 5-Star places (being a treasure hunter AND one of G.U.N.'s best agents paid well).

They went up to the counter.

"Do I have to pay for this trip?" Rouge asked, slightly irritated.

Shadow shook his head, then whispered; "G.U.N. has paid all the expenses and reserved us a room" he said.

They went up to the counter.

"We have a room reserved here" Shadow said. "Shadow the Hedgehog and Rouge the Bat?"

The lady at the counter looked at a computer for a second, then smiled sweetly.

"Ah yes, the 9:45 reservation" she said. "You're right on time. Please, come this way."

She led them upstairs to the third floor and down a long hallway.

"Shadow, you mind carrying these bags awhile?" Rouge asked.

Shadow shrugged. "Whatever" he said, taking them.

Finally, they got to room 498, and the woman handed them two card-keys.

Rouge smiled at the lady in thanks but Shadow just elbowed his way inside and dropped the bags down.

"Okay, you two take care now" the woman said.

"Thanks" Rouge said.

"Oh, and Miss?"

Rouge turned just before going inside. "Yes?"

"I just want to say, you two make a _very_ lovely couple. Have you been together long?"

Rouge was stunned for a second and her face went a little red. "N-no! He's not my boyfriend or anything! We're just here on business..."

"Oh, I'm sorry" the woman said with an apologetic look. "I suppose that's none of my business."

"Damn right" Rouge muttered too low for her to hear.

"I should warn you though, there's only one queen-sized bed in there and no couch."

The lady then left on her own business.

Rouge went into the room.

"Only one bed?!" she asked, slamming the door shut behind her. "I thought this was a 4-Star hotel!"

Shadow wasn't happy either. "This must've been the only room left to reserve for them" he growled.

Rouge huffed and plopped down on the bed.

"I'll sleep on the chair" Shadow said.

"You sure? That's not going to be very comfortable" Rouge pointed out.

"Rouge, after sleeping in stasis in a tube for 50 years, trust me, everything seems comfortable" Shadow said with a somewhat-grim smirk.

Rouge shrugged. "Well, what now?"

Shadow rummaged through the only bag he'd brought, and pulled out an advanced G.U.N. contraband laptop computer, and a sheet of paper.

"It says here" Shadow said, looking at the writing on the paper; "'Investigate nearby areas, keep your ears open for any rumors regarding the Metarex sighting, be careful who and what you ask, and try to enjoy ourselves."

Shadow rolled the paper into a ball and hurled it into a trashcan.

"How helpful."

Rouge looked around. "So? Where do we start?" she asked.

Shadow opened the laptop and set it on the desk (very nice polished, oak desk), and sat on the chair next to it.

"I've brought a Chaos Emerald" Shadow said. "It's energy will lock on to anything wielding any more power than an automobile. Let's say, for example, a battle-mech, or..." Shadow smirked to himself; "a Metarex."

Rouge nodded. "So you just set it up and let it do the work?" she asked.

"Pretty much."

Rouge nodded, and turned on the T.V.

"Of course, we'll still need to ask around. There's lots or people in this hotel alone" Shadow pointed out.

Rouge shrugged and stretched out on the bed, changing the channel to the shopping channel.

"Oh, look at that!" Rouge said, her eyes sparkling. "A big, juicy, 21-karat diamond ring!"

Shadow rolled his eyes and typed in a mission log on the computer.

After about fifteen minutes of Rouge watching T.V. and Shadow working away at the computer, Rouge sat up.

"I'm going to go look at the pool, see what it's about" she said. "I'll be right back."

Shadow acknowledged her with a "Hmm", and then Rouge left.

She went down the hallway, and took the stairs to the ground floor, and found a large, outdoor pool with a hot-tub next to it. The material used to build it was sturdy and colorful.

"This is more like 4-Star" Rouge said with a smirk. "I'll comeback tomorrow."

Rouge was just entering the building, when she saw four very familiar people.

"Good evening, ma'm!" one shouted to the receptionist. "Room for four, 9:50 reservation!"

The woman looked at the computer, and then said, "Ah yes, that's room 359 on the second floor. Here are your room keys-"

"Thank ya!" the leading figure said, and they went on their way.

Rouge approached them; it was Sonic, Tails, Knuckles, and Amy.

When they saw her, only Sonic and Tails gave an even remotely-kind welcome. Amy sneered at her and sharply turned her head away, and Knuckles clenched his fists and growled.

"Hello, Rouge" Tails said with a polite smile. "Nice to see you here."

"Hi, Rouge!" Sonic said, giving her a thumbs-up.

"Hey kid. Hey Sonic" Rouge greeted, and then faced Knuckles and giggled deviously.

"Hi, Knucky" Rouge teased.

Knuckles' eye twitched. "What do you want, Rouge? Got anything better to do than annoy REAL treasure hunters?"

Rouge leaned against a wall. "Oh, plenty of things. I just wanted to see if Knucky-bear was getting along all right" she said, throwing in a wink.

Knuckles growled. "So, where is it, bat?"

"Where's what?" Rouge asked innocently.

"DON'T PLAY GAMES WITH ME!!" Knuckles roared. "THE MASTER EMERALD!! IT'S GONE MISSING!!"

"Well maybe you shouldn't be playing with your friends all the time, eh?" Rouge retorted. "I haven't taken it, as much as I'd love to have it."

Knuckles growled again. "I only came here because they said they'd help me find it!!" he yelled.

"Are you THAT desperate, Knucky?" Rouge asked.

"STOP CALLING ME KNUCKY!! IT'S KNUCKLES!!" Knuckles shouted. "AND I'M NOT LEAVING UNTIL YOU TELL ME WHERE THE MASTER EMERALD IS!!" With that, Knuckles stormed away to the room they'd gotten.

Amy 'hmphed', and left also. "Come on, Sonic! We have a romantic weekend to spend together! We can't be worrying about impolite bats and glowing rocks that have gone missing!"

Sonic chuckled nervously then groaned when Amy was far enough to not hear it, then he and Tails left.

Rouge chuckled to herself: getting a rise out of Knuckles was always fun for her.

Shadow was examining the image captured by the G.U.N. scouts.

It was pretty vague; two dark silhouetted figures in an alley amongst a crowd of people bustling about the city.

Shadow zoomed in on the figures, and cleared the image.

When he used his imagination, the smaller one looked a bit like one of the insect-like standard Metarex soldiers.

As for the larger one...

It reminded him a bit of Omega's large, robotic build, except this figure was tall, taller than a human.

Shadow put his chin in his hand, pondering.

Then, Rouge came into the room.

"Hey Shad" she greeted, smiling a bit.

Shadow acknowledged her with a nod, nothing more. Then he sipped on some water.

Rouge walked in and sat on the bed, then turned on the T.V.

"Hey, just an F.Y.I." Rouge said; "Sonic, Knuckles, Tails and Amy are staying the room right below ours."

Shadow spat out the water. "What?!" he sputtered.

Rouge shrugged. "My guess is that Amy dragged Sonic here for a 'romantic weekend' (Shadow snickered at this), and he somehow convinced her to let Tails tag along. And then Knuckles is here looking for the Master Emerald."

Shadow raised an eyebrow. "The Master Emerald's gone?" he asked.

"Apparently" Rouge said. "Knucky was having one hell of a fit over it."

Shadow went back to his laptop. "I'll bet... you didn't take it, did you?" he asked.

Rouge looked appalled. "Oh, so I'm ALWAYS the one stealing then?" she asked, irritated.

Shadow shrugged. "Well, I know you love treasure, you love to bug the echidna, so why not kill two birds with one stone, eh?"

Rouge stood up. "Hmph! The nerve, accusing me of theft! I didn't take his precious jewel!"

Shadow sighed. "Okay, you didn't. Then who did?"

Rouge shrugged and plopped back down on the bed. "Beats me" she said, still a little irritated.

Shadow was in thought again; the Master Emerald missing, and a supposed Metarex sighting, and something told him Rouge was telling the truth this time...

Were the two connected?

And Shadow was beginning to think Rouge was more worried about charming him and having a good time than doing work. That irritated Shadow; he saw Rouge as a friend and ally only...

Or, so he thought.


	3. Uncomfortably Intimate

ULTIMATE DARKNESS

_**Chapter Three: Uncomfortably Intimate**_

Shadow tried to soften his pillow, and stretched out on the chair.

Rouge was in the bathroom changing into her night clothes, so Shadow had some alone time to think.

'Who could I ask who might know something more about this sighting?' he thought to himself. 'Rouge seems a bit more occupied with relaxing here than actually working on the mission... then again, it's hard to find much more to do around here...'

Rouge entered the room in a black, semi-transparent nightgown and yawned loudly, exposing her sharp teeth.

The nightgown looked wonderful. It was of great make and made of expensive material.

Shadow stared awhile, his mouth starting to go slack.

"Hmm? Something on my chest?" Rouge asked, suddenly irritated.

"Wha- uh... no, nothing" Shadow said, suddenly realizing what he was doing.

Rouge couldn't help but smile at that. "No, come on" she said, approaching Shadow. "What REALLY caught your interest?" she asked teasingly.

"N-Nothing!" Shadow said, feeling his face get hot.

Rouge giggled a little. "Well, goodnight Shad."

Shadow nodded at her. "Gnight" he said, and fell asleep.

Central City: Fifteen Minutes later, South of Hotel

Outside, at the borders of Central City, several dark figures met.

Several were about 5'9 tall, one was about 4'4, and others were about 6 feet 11.

One approached another.

"Is all in readiness?" the smallest, yet deadliest asked in a cool, flawless voice.

"Nearly" one of the larger ones answered. "Eggman merely needs to position a few more mech ambushes and then give us a report."

"Then what tarries you from YOUR tasks?" the small one asked, his red eyes flashing dangerously.

The large one huffed. "We Black Arms are not to be rushed" he said. "Some of us still recover from our crushing morale loss after Black Doom's great defeat..."

"You'll be recovering from near-mortal wounds if you EVER speak to me in such a manner again!" the figure said, two blades on one hand flashing suddenly in the moonlight. "Finish it QUICKLY!! My master united your forces with Eggman's and his because you needed him to keep what few Black Arms soldiers there are alive, and because he thought you'd be useful. Don't prove him wrong; that would be FATAL."

The figure bowed slightly. "I assure you it won't happen again... sir" it said. "We will carry on with our assigned tasks now."

With that, the beings withdrew into the shadows.

The Next Morning

Shadow stirred as sunlight touched his face. He yawned widely, and sat up.

Rouge was still asleep on the bed, cuddled up to the pillow. She was tightly curled up in the blankets, too.

Shadow snickered a little at this, and then went over to the computer.

Still nothing on the energy scanner.

Shadow sighed, and turned on the T.V., lowering the volume so as to not awaken Rouge.

She awoke in a few minutes anyway.

"Morning, Shadow" Rouge greeted sleepily.

Shadow grunted in greeting.

Rouge sighed and picked up a phone.

"Hello, room service?" she said. "Yes, I'd like a short stack of pancakes, tall glass of your best orange juice, and..." Rouge put a hand on the speaker end. "Shadow, what do you want?" she asked.

"Ham and eggs with cranberry juice" Shadow said without looking away from his work.

"And add ham and eggs with cranberry juice to that" Rouge added. "That'll be all. Now hurry it to room 498!" Rouge hung the phone up.

The breakfast arrived within minutes. Rouge ran up to receive it.

"Do I have to pay for this now?" she asked.

"Oh no, ma'm" the man with the food said. "It's already been paid for."

"Ah. Good. You can go now" Rouge said, taking the food and shutting the door. She handed Shadow's food over to him and sat down on the bed.

"Ah... for the next few days, I'm practically their queen!" Rouge said with a grin.

Shadow huffed. "Rouge, we're here on a mission, not to twaddle around with our prepaid luxuries" he said sternly.

"Ah, relax, Shad!" Rouge said, eating her pancakes. "There's not much else to do with the scanner you've set up. We just need to keep our eyes and ears open and ask around a bit."

Shadow couldn't help but agree. After all, Rouge had been an agent longer than he had.

Maybe that's why she was so laid-back about this.

After they finished their food, Rouge watched a women's tennis match for awhile, then announced; "I'm going to go swimming. Wanna tag along, Shadow?"

"No thank you" Shadow said, still working. "I hate water."

"Yeah, so does Sonic" Rouge pointed out. "You're not THAT scared of water, are you?"

"I'm not SCARED of water" Shadow said sternly. "I merely despise it. It soaks my fur and takes forever to dry out. G.U.N. taught me to swim a bit, but it's hard to with my body form."

Rouge shrugged. "Suit yourself" she said, and went to change in the bathroom.

Shadow sighed in frustration at the computer: still, nothing was appearing on the scanner...

Maybe someone rigged this all up as a stupid joke...

"Well, see you later, Shad."

Shadow looked up, and his jaw went slack.

Rouge was now in her bathing suit. It was a dark purple color, much like her normal-wear pants. It showed off a great deal of her smooth, fit, beautiful body.

It didn't leave much to the imagination, either.

"W-Wait" Shadow said, suddenly closing up his laptop. "I guess I could come along on second thought... you know, just for companionship."

Rouge giggled. "I thought you would."

6


	4. What is the Heart Truly Feeling?

Chapter Four: What is the Heart Truly Feeling

**Chapter Four: What is the Heart Truly Feeling?**

Shadow and Rouge were out by the pool now. Shadow looked at a water-slide; Sonic was at the top, and the others were seated around a table.

"Hey, everyone watch this!" Sonic shouted.

The blue hedgehog hesitated a moment, obviously hoping his hydrophobia wouldn't get the best of him. Then he curled into a ball, gathered up some speed, and practically flew down the slide, and skipped across the surface of the pool, and he landed on the other side of the pool.

"Showoff" Shadow muttered, and seated himself at a table.

Rouge shrugged and laid down on a sun-bathing recliner near the pool while Tails and Knuckles applauded Sonic (Amy just stared in admiration).

Shadow had brought a newspaper with him, hoping to learn something new about the sightings.

Rouge glanced at Shadow, then at the pool, and back at Shadow.

An idea formed in her head, and she smirked.

Rouge slowly stretched her wing out to the pool, and flicked some water on Shadow, catching him off guard.

"What the-? Is it raining?!" Shadow said, looking up at the nearly-cloudless sky.

Rouge hummed an innocent tune.

Shadow narrowed his eyes at her, and then returned to his paper.

He felt a tiny splash of water again.

"Damn it! Where's that..." Shadow noticed Rouge suppressing a smile, and the tip of her left wing was wet.

Shadow smiled deviously. "Very well, if that's how you want to play..." he said, approaching Rouge.

She glanced up at him. "Shadow, what are you... AAHH!" Shadow flipped her recliner over and Rouge fell into the pool with a large splash.

When Rouge submerged, Shadow expected her to be angry, but Rouge was laughing.

"That's more like it, Shad!" she giggled, then splashed him with both wings.

Shadow himself was starting to enjoy this. "Oh, it's ON, now!" he yelled, and leapt right in, showering Rouge with the splash.

Rouge giggled again, and they began splashing each other back and forth.

Sonic and the others took notice of this.

"Uh... what are they doing?" Knuckles asked.

"Well... I believe Shadow's actually SMILING, and uh... for some reason, being wet is funny" Sonic replied.

"Ah" Knuckles said, content with the answer.

Sonic looked surprised. "Man, you actually bought that?" he asked. "Knuckles, I have no idea what they're doing, or why it's especially fun for them."

"They better not me laughing at ME" Knuckles growled.

Shadow and Rouge stayed out there for a few more hours, now soaked and exhausted.

"That was pretty fun, eh Shad?" Rouge asked, drying off.

"Yeah, I guess" Shadow admitted, using his third towel to thoroughly dry himself.

"Well, come on" Rouge said. "Let's go do something together."

So they went to a diner inside the hotel. It was a nice diner with competent waiters, great food, and a nice, very clean environment.

Shadow and Rouge both ordered some ice cream. Shadow had simple vanilla, but Rouge got a hot-fudge sundae with cherries and peanuts.

Shadow was halfway done with his when they started conversing.

"So, Shadow" Rouge asked. "You think we should hang out like this more often?"

Shadow was silent a moment, then said; "After this mission... perhaps... yes, I don't see why not."

Rouge smiled. "That's nice of you to say."

Shadow nodded and gave her a small smile.

Rouge ate another spoonful, and then asked; "Shadow, why is it you... well, tolerate me more than other people so much?"

"What do you mean?" Shadow asked.

"Well, you seem kinda hostile towards a lot of people, but not me... any particular reason?" Rouge asked.

Shadow shrugged. "Because... well, you're my friend, I guess."

Rouge nearly choked; that was practically the highest praise you could receive from Shadow.

Rouge was bold enough to attempt a move. "Well... what do you say we take it up another level? Be more than friends?"

She slowly licked her spoon after saying this.

Shadow stuttered. "Uh... Wha-What do you mean?"

Rouge was silent again.

"Shadow, there's something I need to tell you..." she said.

"What?" Shadow asked, suddenly curious.

Rouge looked a little nervous now. "We... we should probably go back up to the room to discuss this" she said.

Shadow nodded, left a 1 cent tip on the table, and they left.

Had they been up at the room at that very moment, they would've seen the scanner going off like crazy.

Two Metarex soldiers stood on top of a building just two blocks away from the hotel along with their commander.

They'd been standing there for almost an hour.

"Commander Red Pine, perhaps we should try this later" one suggested.

"Hmm... yes, this grows tiresome" Red Pine agreed. "Contact Eggman and tell him that we've set up our soldiers and so have the Black Arms, and that I and our new ally is ready as well."

The Metarex soldier saluted. "Yes, Commander Red Pine. In memory of the Great Lord, Dark Oak."


	5. Timeless Crush

Chapter Four: What is the Heart Truly Feeling

**Chapter Five: A Timeless Crush**

Sonic and Knuckles were walking down the hall. Sonic looked exhausted and haggard.

"Sonic, what's been up with you?" Knuckles asked. "You look like you haven't slept or rested since we got here."

"I haven't" Sonic replied. "Any moment I'm off guard could be the moment Amy needs to force me into a marriage."

"Well, in the scenario that she DOSE marry you, make me the best man" Knuckles said with a mocking smirk. "I hear they get treated special at weddings."

Sonic groaned at the thought, and suddenly bumped into Shadow.

"Gah! Watch we're you're going, blue-boy!" Shadow snarled, brushing himself off.

"Pardon me, good sir" Sonic mocked. "If I'm not alert, it's because I have an insane girl at my back every two seconds!"

"Well, that's your problem, not mine" Shadow said, and he walked on.

Knuckles noticed Rouge beside him.

"I'm gonna make her tell me where my Master Emerald is!" Knuckles growled, and leapt at her.

"Knuckles! Don't!" Sonic yelled.

Knuckles nearly tackled Rouge, but a big, white fist suddenly blew him off course.

"Don't you TOUCH her!!" Shadow snarled, his red eyes narrowed and deadly.

Knuckles growled again, but Sonic restrained him.

"Knuckles, don't mess with them!" Sonic recommended. "Maybe Rouge doesn't know where-"

"MY ASS SHE DOESN'T!!" Knuckles bellowed. "Tell me where the Emerald is, you thieving bat!"

"I didn't take your precious jewel!" Rouge said huffily. "I've got more important things on my mind right now!"

They all stared.

"What'd you say?" Sonic asked.

"You heard me!" Rouge said sternly, and spun on her heel and stomped off.

Knuckles just scoffed. "Yeah right" he said. "'More important than treasure', like hell. All she sees is karat value and shiny objects."

Shadow slowly faced Knuckles with unspeakable wrath in his eyes. Even Knuckles was a little unnerved by it.

"Do not speak of things you know nothing of!" he said in a deadly harsh voice, and then he followed Rouge's trail back to the room.

Knuckles cast a final glance at Sonic, then sighed and left.

Sonic returned to his room. Unfortunately, Amy was there with Tails.

Amy squealed and threw her arms around him. "Glad you're back, honey!" she exclaimed.

Sonic suppressed a groan, and Tails looked uncomfortable.

"So, where'd you go, Sonic?" Amy inquired.

"Just took a stroll" Sonic said, collapsing on one of the two beds there (Knuckles slept on the couch, and Amy forced Sonic to share a bed with her, leaving Tails a bed for himself).

"Why didn't you bring me along?" Amy asked, suddenly stern.

"Uh... because, um, I thought it'd bore you" Sonic said, praying she'd buy it.

She did.

"But Sonic! EVERYTHING'S fun with you!" Amy said, and hugged him again.

Sonic smiled in relief, and yawned.

"Amy, I'm going to take a nap now" he said.

"Why? Didn't you sleep well last night?" Amy asked.

"Uh no... I was..." Sonic hesitated when she saw Amy's eyes flare in anger for a moment. "I, uh... I was... too occupied by looking upon your beautiful face! Yeah, I didn't want to risk not dreaming about it!"

Amy's eyes sparkled. "Oh, how sweet, Sonic!" she said, and kissed him all over, making Sonic squirm.

"Can I PLEASE rest Amy?" Sonic pleaded.

"Sure, sweetie" Amy said.

Sonic fell back on the bed and almost immediately fell asleep.

Amy snuggled up to him, making Tails twitch and find another activity.

Shadow entered the room and found Rouge sitting on the bed, once again watching the shopping channel. She seemed to be in much better spirits now.

"Hey Shad" she greeted with a smile.

"Hey" Shadow replied. "What'd you want to talk to me about?"

Rouge took a deep breath and turned off the T.V. Then she faced Shadow with an even more devious smirk than usual.

"Shadow, let me pose a question to you" Rouge said, getting up and approaching him.

"Uh... okay" Shadow said, wondering what was going on.

Rouge approached him very closely, right up to Shadow's intimate space. Their faces were now only about three and a half inches apart.

"Shadow, have you ever kissed a woman before?" Rouge asked in a half-whisper.

Shadow was completely surprised by this. "Wha-What do y-you mean?" he asked, backing up a little.

Rouge again approached him. "I mean like lip-to-lip, maybe some tongue? You know, a REAL kiss."

Shadow was up against a wall now. "N-No..."

Rouge was very close to his face again. "Would you like to find out what it's like?" she asked in a seductive voice.

Before Shadow could answer, he found what little distance there was between their lips suddenly closed. Shadow was incredibly surprised, not only by this extreme gesture, but by what he was feeling inside himself.

He liked it... more than liked it... Shadow found himself suddenly more excited and joyful than he'd been in years...

And it fit. With Rouge, after spending years fighting by each other and watching the others' back, trading small acts of kindness...

It fit very well.

Shadow returned the kiss, and put an arm around Rouge's back, and the other on her shoulder. As the kiss continued, it became more passionate.

Rouge finally broke it, at a loss of words for what had just occurred...

"Shadow... I just wanted to tell you..."

Shadow nodded. "Yes?" he said gently.

"Shadow... you've always been there for me... you've protected me, saved my life I don't know how many times... you're strong, you don't let anyone get away with doing something you don't like..."

Rouge looked down, and then faced him again. "I've had an enormous crush on you since you saved me on Prison Island, those few years ago."

Shadow's eyes widened; he had thought Rouge's flirting had all been part of her personality, that she flirted with every guy...

But then Shadow realized she only flirted to get what she wanted, to annoy Knuckles...

And in this case, to win Shadow over...

Rouge then went over to the window with her ears down.

"I-I'm sorry..." she said. "You probably think I'm an idiot..."

Shadow grabbed Rouge's hand, surprising her.

"What would happen if I told you that I'm also ready to become more than friends?" he asked with a devious smile.

Rouge brightened up, and pushed Shadow on the bed and pounced on him. She immediately locked lips again, giggling.

Shadow returned it, his hands exploring her beautiful, fit body.

Rouge ran her fingers through Shadow's excellent fur, feeling his lean muscles.

Shadow kissed at her neck, making Rouge's face go a little pink and she started giggling almost wildly.

8:30 at Night

Shadow put an arm around Rouge, and she snuggled up to him.

"Not bad for a first time, eh?" Rouge said, still panting a little.

Shadow smiled drowsily back. "No... not bad at all" he whispered.

Rouge smiled back, and then shivered. "It's a little cold with no clothes on..."

Shadow scooted a little closer to her and wrapped up some more blankets. Then he put his other arm around Rouge.

"Better?" he whispered.

Rouge nodded, and nuzzled his white chest fur.

"Shadow... I'm really glad we did this..." she whispered.

"Yeah... so am I. I... I don't feel cold anymore..." Shadow responded.

Rouge was silent, savoring what she was feeling.

Then she asked; "Shadow... do you love me?"

Shadow, however, had fallen into a warm, comfortable sleep.

Rouge was too tired and too relaxed to pursue the matter; she snuggled up even closer to Shadow and fell asleep.


	6. Darkness Rises, a Hero Falls

Chapter Four: What is the Heart Truly Feeling

**Chapter Six: Darkness Rises, A Hero Falls**

Shadow awoke with his arm wrapped around Rouge's stomach.

She was still sleeping soundly.

Shadow smiled softly and kissed the back of Rouge's neck, making her smile dreamily and coo softly.

It was at that moment when the scanner Shadow had set up started beeping rapidly with a contact.

Shadow got out of bed and looked at it...

The signal was strong and only about a block away.

But...

Shadow glanced back at Rouge's sleeping form...

He didn't want to leave now, not after what had occurred between them...

But Shadow had a mission to accomplish.

So Shadow wrote Rouge a note and put it by the bed, and with one last glance, left the building.

Shadow was following the signal via jumping from building top to building top, which kept him from blocking street traffic and allowed him to cover ground more quickly.

The signal was reading a good deal of energy... probably too strong to be a Metarex, but it was better than nothing.

As Shadow continued his trek, he noticed some heavy clouds slowly forming.

They'd block out the sun in a matter of a few hours.

It was odd... something was forbidding and dark about them...

Shadow shook this off.

'Just floating puff balls gone black... nothing to worry about' Shadow thought to himself.

Shadow continued on over the buildings, trying to catch up with the signal. His footfalls hit more and more rapidly as Shadow increased his pace.

In fact, it sounded like more than one pair of feet...

Shadow sensed another presence, and made a quick glance over his shoulder...

About eight of Eggman's mechs were pursuing him.

Shadow snarled, and quickly fired a Chaos Spear back at them, destroying three.

Shadow sensed one extending a blade and leaping for him, so Shadow backflipped over the mech, and used a Homing Attack on it, knocking it into scrap.

Shadow turned to face the other four mechs. Two had machine-gun turrets, one had an extended blade, and the other had a flame-thrower.

Shadow smirked; this would be easier than jumping over an ant hill.

But then he heard another metallic clank behind him, and looked to see something he really, REALLY didn't want to see:

Metarex soldiers.

About seven of them.

When Shadow looked back to face Eggman's mechs, two more of the robots appeared.

Shadow snarled, but then leapt up in the air and used a Homing Attack on one, then used Chaos Control to warp to another building top.

The sightings were confirmed. Shadow had to lose his pursuers and get back to Rouge and tell her.

Shadow cursed himself for not bringing a communicator.

Rouge awoke, expecting to find Shadow lying next to her.

Instead, she just saw a note with his semi-neat handwriting. It read;

"Rouge, the scanner went off shortly after I woke up. Sorry I made such a rude exit, but this could be our break for the mission.

When I get back, I want to talk things over. I really enjoyed last night.

Salutations,

Shadow."

Rouge chuckled to herself. "Ah Shad, you never change" she said to no one in particular. "Always leaving when the going is good for everyone else."

Rouge stretched herself out, and was about to get dressed when someone started knocking.

"Who is it?" Rouge called.

"You know damn well who it is!!" a voice shouted.

Rouge sighed sharply; it was Knuckles.

"Be right there" she called back dully. Rouge quickly threw a robe on, tied it, and answered the door.

"All right Knucky, let's finish this like civilized people" Rouge said to the angry echidna.

"Where's the Master Emerald, bat?" Knuckles demanded.

"I already told you, I didn't take it!" Rouge said exasperatedly. "Ask someone else!"

Rouge was about to close the door but Knuckles stopped it. "Listen, I can't fight you here, but the second you're away from that gay hedgehog, you're-"

"GAY HEDGEHOG?!" Rouge snarled, suddenly angry. "Shadow is ANYTHING but gay, you stupid echidna!"

"Yeah?" Knuckles scoffed. "How would YOU know? He ignores every girl he comes into contact with..."

Rouge smirked in a way that made Knuckles squirm a little. "I'll have YOU know that I tackled Shadow on the bed last night and we went at it like a couple of drunk monkeys!"

Knuckles' mouth hung open.

Drool started to form.

Rouge took in a breath. "Now, why don't you let THAT image soak in awhile?" she said, and slammed the door in Knuckles' face.

After awhile, the stunned echidna stumbled away.

"I thought they were watching some weirdo animal show last night with women in pain..." Knuckles mumbled, remembering the noises he'd heard last night.

Shadow finally lost the Metarex and Eggman mechs after nearly an hour of running. The clouds were now practically black, and thundered dangerously. Shadow occasionally saw a brief flash of lightning. Shadow walked on, but was encountered by even more surprising foes;

Black Arms soldiers.

Three of them were of elite status, and eight others were standard troops. The elite ones wielded laser rifles, and two of the standard troops had swords. The other troops had laser pistols and shields.

Shadow growled to himself, but the Black Arms were then met by ten of Eggman's mechs, and eight Metarex.

Shadow then realized with horror; these three factions had allied.

That would mean great trouble for G.U.N. and the rest of the planet; they already had their hands full with Eggman.

Shadow leapt at them and fired several Chaos Spears, blowing away about seven foes. Then Shadow uses chained-Homing Attacks to finish off the elite Black Arms soldiers.

The other soldiers there fired their weapons while the Metarex and Black Arms with swords moved in.

Shadow merely chuckled, and blew away all of the Metarex and Black Arms.

Then Shadow warped about, and strategically finished off the others.

One Metarex tried to rise, but Shadow crushed the torso with his foot.

Shadow was then about to head back, when he saw more Metarex and Eggman mechs appear on another rooftop.

Shadow snarled, and then the clouds flashed brightly and clashed loudly with thunder.

Then it began to rain heavily.

Shadow looked back at the distant foes when suddenly many more appeared, followed by dozens of Black Arms soldiers of all kinds; standard, elite, giant, the worm-like ones, all of them.

And then yet more foes appeared...

Shadow estimated hundreds of foes before him...

They all surged forward.

Shadow rolled into a ball, and knocked down about ten with a burst of speed. Then he fired a number of Chaos Spears, and warped about to dodge the attacks.

Shadow put forth all his skill, destroying them all.

Then, Shadow finished them with a large Chaos Blast.

Shadow panted, and wiped some rain from his forehead.

Suddenly, he heard another metallic footfall.

"Oh, what now?!" Shadow grumbled.

He looked up, and saw five dark figures on a neighboring, taller building...

Shaped like hedgehogs...

They leapt down to Shadow's level, and he recognized them immediately.

Eggman's Shadow Androids, perhaps the strongest in his arsenal.

Shadow snarled; he hated these guys.

They leapt at him with nimbleness almost as great as Shadow's, and they attempted a Homing Attack. Shadow rolled under them, and kicked the lead one in the head, then blew away the furthest one with a Chaos Spear.

But another one fired a missile at him, blowing Shadow to the other side of the building.

He landed with a thud, growled, and landed a Homing Attack on another Android's face, knocking it askew.

The other three moved in, which Shadow dodged, slammed two together, and kicked the other one.

But the one with a damaged head landed a Homing Attack while Shadow was distracted.

Shadow fell, but immediately got back up, and warped behind the damaged Android, and finished it with a strong punch.

The last three surged forward, but Shadow knocked them aside with a spin-kick, and finished them with a Chaos Spear.

Sonic and Tails were playing a game of "Go-Fish" in their apartment.

"Got any 2s?" Sonic asked.

Tails shook his head. "Go-Fish."

Sonic pulled another card out.

"Gah, just a three" he muttered.

Tails thought a moment, then asked; "Got any 3s?"

"Yeah, here you go bud" Sonic said, handing Tails his newly-acquired card.

Tails smiled, then laid out his cards.

"Sorry Sonic, that's another win for me" he said, trying to be polite.

Sonic nodded. "You've got talent at this game, buddy" he said.

Tails smiled sheepishly. "Nah, just lucky" he said modestly.

Suddenly, Knuckles came in.

"Hey Knuckles!" Sonic greeted with a wave.

Knuckles just seated himself, and stared.

Sonic went up to him. "Hey man, everything cool?" Sonic asked.

Knuckles slowly faced him.

"Sonic... I think the universe is coming to an end, if what I think is true" he said darkly.

"Why? What's wrong?" Sonic inquired.

Knuckles whispered in Sonic's ear what he'd heard from Rouge, and Sonic's eyes widened.

"Knuckles... if that's true, you may be right" Sonic said.

Shadow was still being pursued by Metarex, Black Arms, and Eggman mechs, even a few Shadow Androids. Shadow finally made a standing point on a large rooftop, and readied himself for further battle.

But then, a much larger Metarex pushed his way to the front of Shadow's foes.

Shadow recognized the size and style of this one as a Metarex commander, no one to be trifled with.

The Metarex was colored red, and wielded a large, black sword of fine craft.

"Greetings, Shadow the Hedgehog" it said in a deep, monstrous voice.

Shadow recognized the voice now.

"...Red Pine?!" Shadow half-gasped. "How did you survive?"

"The question is, Shadow, how will YOU survive THIS?" Red Pine growled, stepping forward. "You and Sonic the Hedgehog destroyed my lord, Dark Oak, and now with these united forces, you shall be crushed in Dark Oak's memory!"

Shadow only smirked. "Bring it, then" he challenged.

Lightning flashed, and Red Pine charged forward with a bellow. But Shadow jumped over him while the troops watched the battle.

"Too slow?" Shadow taunted.

Red Pine growled, and slashed at Shadow rapidly, nearly nicking Shadow's quills.

Shadow leapt up again after Red Pine attempted a wide slash, but Red Pine then smashed him into the wall with great force.

Shadow groaned a little, and got on his knees.

Red Pine held the sword in a poised position, ready to finish him as lightning flashed.

"Chaos Spear!" Shadow yelled, hitting Red Pine right in the chest, making him stumble to the edge, and then Shadow landed a Homing Attack on the head, making Red Pine fall off the building.

Two Shadow Androids fired missiles at Shadow.

"Chaos Control!" Shadow shouted, freezing the missiles in place.

Shadow then took the missiles and threw them back, blowing up the Shadow Androids and a few other troops.

Shadow faced them. The troops retreated to regroup, knowing they didn't stand a chance alone.

Shadow then breathed deeply. "I really need to get back now" he told himself. "Red Pine won't stay down forever..."

Shadow was now running, bruised, cut slightly and exhausted, for his life.

Hundreds of Metarex, Black Arms, and Eggman robots pursued him. In the core of the horde, about a dozen Shadow Androids ran along with a damaged but enraged Red Pine.

Shadow finally stopped, now drenched in rain, panting and facing perhaps the biggest opposing force he had seen since he had once fought G.U.N. Headquarters' entire force.

Red Pine approached Shadow, flanked by Shadow Androids.

Shadow then closed his eyes, and summoned all his strength.

Shadow opened them, and was now glowing blue with energy.

Shadow leapt at the enemy horde, smashing them all aside, blowing them back and forth with Chaos Spears, Chaos Blasts, and strategic kicks and Homing Attacks.

None of them stood a chance against the Ultimate Life Form.

When Shadow's blue energy finally ran out, Red Pine attempted to charge him, but Shadow knocked him down, kicked Red Pine in the back of the head, and then landed a Homing Attack on the chest, knocking Red Pine on his backside.

Red Pine attempted to rise again despite the pain he felt. "You shall DIE, you miserable-"

Red Pine stopped, and looked at something behind Shadow, and chuckled menacingly while the remaining troops there suddenly saluted.

"What the-?" Shadow said to himself, and looked to see what they saw...

There was an echidna, standing on higher ground not far from Shadow...

An echidna with glowing red eyes, curved dreadlocks that looked like a cross between Knuckles' dreadlocks and Shadow's quills, and jet-black and crimson fur.

Shadow realized; this was HIS echidna equivalent.

Shadow smirked; at least it was as far as LOOKS.

Shadow leapt up to attack the echidna...

But it warped away in a flash of blue light.

"What?!" Shadow exclaimed.

The echidna reappeared below next to Red Pine and the others.

Shadow growled as he realized this echidna had very mighty powers, maybe equal or greater than Shadow's.

Then, Shadow saw another silhouette in the distance, but couldn't see it clearly...

But a flash of lightning revealed a crude, dark hedgehog-shaped being with dark energy around it...

Shadow instantly knew who it was, and all hope faded there as the echidna, Red Pine, and the others bowed to it.

"No..." Shadow mumbled.

The echidna warped back to where Shadow was, and two steel blades about 11 inches long emerged from each hand.

Shadow moved to attack, but the echidna was much more rested and full of stamina, and attacked in a frenzy, slashing Shadow in multiple places.

Shadow heavily fired a Chaos Spear, but the shot went too far, and flew off into the distance.

The echidna landed a heavy slash on Shadow's back, and the hedgehog fell over in agony.

Shadow panted, struggling to stand again. "Who... who are you?" Shadow demanded.

The echidna smiled cruelly. "I am Shade the Echidna" he stated. "And I am your successor as Ultimate Life Form."

Shadow snarled. "Successor, HUH?!" he yelled, and removed his bracelets and attacked again, surging with dangerous energy...

But Shade only laughed, and the steel on his blades fell off, revealing blades of pure energy beneath, and the echidna surged with energy too.

The two clashed, and Shadow might've won if he hadn't been running and fighting all day...

But he had, and it was no contest under the circumstances.

Shade fired a Chaos Spear, and Shadow went flying...

Defeated...

Fallen...

Rouge sat on the couch, now fully dressed and with a plate of cold breakfast before her.

'I wonder if Shadow's found anything yet' Rouge wondered. 'Either way, I hope he comes back soon...'

Her thoughts were interrupted abruptly by the window being smashed open by a limp, bleeding figure.

Rouge screamed when she saw it was Shadow.

She felt for a pulse... it was there, but weak.

"Shadow! Can you hear me?!" Rouge said, resisting the tears trying to come to her eyes.

Shadow weakly opened his eyes. "R-Rouge... go, get out of here... he'll come... he'll kill us all... he's returned for... r...revenge..."

"What?" Rouge asked. "Who's back?"

Shadow gathered what little strength he had and said;

"Mephiles... Mephiles has come back..." and then Shadow fell unconscious.

Rouge sat there, holding Shadow's wounded form with an unaccustomed emotion.

Fear

Shade stood out by the rain, savoring his victory.

"Is it done?" a cold voice asked.

Shade turned and bowed. "Master Mephiles" he said respectfully. "Shadow is defeated. A token-" Shade held up Shadow's ring-bracelets; "-of your victory."

Mephiles would've smiled if he had a mouth.

The dark hedgehog-shadow incarnation approached Shade, and the prize he held.

Finally, the only being who wielded the power to stop Mephiles...

Had fallen to his only equal.

Mephiles seized Shadow's rings, and held them up as the foreboding lightning flashed.

Mephiles tightened his grip around the bracelets, which soon groaned under the pressure.

Then, they were crushed into powder in Mephiles' hands, which he threw across the ground.

Mephiles rose his hands as the lightning and thunder clashed around him.

Mephiles the Dark then laughed dramatically in his victory.


	7. Vengence is Wrought

Chapter Four: What is the Heart Truly Feeling

**Chapter Seven: Vengeance is Wrought**

Flashback

Shadow, Rouge and Omega were hurled to the ground by Mephiles' waves of energy force, and Shadow's Chaos Emerald fell on the ground. Mephiles drifted to the ground and retrieved it, and the two Chaos Emeralds he now possessed floated around him.

Mephiles absorbed a great amount of energy, and suddenly hundreds of Mephiles copies appeared, surrounding Shadow and the others.

Mephiles laughed in triumph. "You must realize now that you cannot HOPE to stop me with your, LIMITED power!" he told Shadow.

Shadow pushed himself back on his feet, as did Rouge and Omega.

"So you say..." Shadow said, smirking a little at how ignorant Mephiles was about Shadow's powers.

Mephiles snarled. "Even if you survive this..." he said; "The world WILL betray you! Why fight at all? Why risk your life for those who shall persecute you later?"

Rouge and Omega closed in with Shadow, Rouge wearing that smirk she always wore when she knew Shadow was about to show someone who was boss.

"If the world chooses to become my enemy," Shadow said, removing his right ring-bracelet; "I'll fight like I always have!"

Shadow removed the other bracelet, and the team formed up.

Mephiles laughed. "What, are you going to get naked to try and defeat me?!" he mocked.

He couldn't have been more wrong.

Impossible power surged from Shadow, surrounding Shadow, Rouge, and Omega, and they surged into the horde of Mephiles copies, blowing them all away with sheer, overwhelming power.

In a matter of minutes, only the original Mephiles stood.

The three of them surrounded him. Mephiles was wounded by Shadow's initial attack, but unlike the copies, was strong enough to survive it.

Mephiles panted. "No... you cannot save this world from my wrath!" he yelled. "I am INVINCIBLE!! I cannot be killed!!"

Shadow smirked. "Prove it" he said.

Omega fired his twin flamethrowers, and Rouge delivered her famous Tornado Kick (a.k.a. 'screw attack', I think), and Shadow gathered power, and fired a Chaos Lance (upgraded version of Chaos Spear), and the three attacks struck Mephiles at once.

With a cry, Mephiles was vaporized in the center of the room.

End Flashback

Rouge tried to help Shadow's limp form to lay on the couch.

Could it be true?

Had Mephiles returned in force, seeking vengeance on those who had been the cause of his downfall?

And what was he up too?

Or was Shadow delirious from the injuries?

No... Shadow had said it too clearly and with too much determination before losing consciousness...

Mephiles WAS back, Rouge felt it in her heart.

There was knocking at the door. Rouge ran to answer it.

It was Sonic and the others.

"Everything okay Rouge?" Sonic asked. "We heard a..." then they saw Shadow.

"WHOA!!" Sonic ran over to look at Shadow's wounded form. "Damn, he's been through the ringer..."

"No kidding?" Rouge snapped, trying to find some medical supplies in her various bags.

Knuckles poked his head over Sonic's shoulder to look at Shadow, and then chuckled.

"I've heard of rough sex before" the echidna said; "But THIS is-"

Rouge's hand slapped Knuckles right across the face. "SHUT UP!!" she screamed. "JUST SHUT UP YOU GODDAMN ECHIDNA!!"

Everyone stared.

"Rouge! Watch your language!" Amy said, irritated. "Tails is just 8..."

"Yeah? Well the fuck with him!!" Rouge said. "Shadow's mortally wounded here, and all you idiots can do is joke around!!"

Sonic sighed. "Sorry Rouge" he said while giving Knuckles a look. "How can we help?"

Rouge dabbed some ointment on Shadow's wounds that bled the most freely, then wrapped them up in bandages.

Shadow's worst wounds were tended too, but it had only bought him maybe a few more hours before he'd die anyway if they didn't get him to the hospital.

"Come on, we gotta get Shadow out of here" Rouge said. Sonic helped her ease Shadow off the couch and Rouge started carrying Shadow.

"Uh, guys?" Knuckles said, looking out the shattered window. "Sorry to interrupt, but we got some people who want to drop in..."

Rouge, Sonic, Amy and Tails looked out the window, and saw dozens of Metarex and Eggman robots on the rooftops across the street.

They could already hear the shouts of panic from everyone else in the building who saw them.

Then, Eggman's mechs flew across the street, right for them.

"Aw, hell" Knuckles said, his hands forming fists.

The robots started pouring in, and Knuckles smashed three of them aside while Sonic knocked two more out the window with Homing Attacks.

A Metarex soldier entered, but Amy smashed it to smithereens with her hammer.

Two more mechs approached Rouge from behind. Tails smashed one aside with a dummy-bomb, and Rouge kicked the other down to the floor, and then crushed the head.

As more mechs and Metarex came in, they could hear people outside being evacuated.

Rouge walked towards the door, slowed by Shadow and the fact she had to carry him gently.

Rouge wondered how so many of Eggman's robots had gotten into the city with the Metarex forces. Central City's G.U.N. security was second only to G.U.N. headquarters itself with the president's home...

There was no way the army could've made it in past G.U.N.'s defenses...

Unless...

Someone managed to hack into G.U.N.'s security database, something not even Eggman himself could do without a TON of technical assistance.

Rouge almost shivered at the possibility.

Shadow moaned a little, and his eyes blinked open.

"Rouge... go, r-run" he grunted. "Mephiles... he'll kill us both... leave me..."

"Like hell I will!" Rouge muttered. " You're my closest ally; I'd never leave you behind, Shadow. Especially after... last night" Rouge added with a half whisper while the others battled.

Shadow smiled weakly, and then slumped a little.

Rouge was about halfway to the door when a large, Black Arms giant entered, and threw Sonic across the room. Rouge snarled, and heaved a bomb right at the beast's head.

It roared in agony after the bomb went off, and then Sonic zipped around it, delivering lightning-quick attacks, making the monster yell in frustration. Then Amy and Knuckles hit the monster in unison, knocking the beast through the wall and to the ground bellow.

Rouge finally opened the door, but saw seven Metarex and two Black Arms soldiers with swords waiting for her.

They moved in to attack, but Shadow managed to fire a Chaos Spear at them, obliterating them all. Then Rouge walked through the doorway, the others slowly backing away with her as they fought back.

Rouge couldn't help but admire how Shadow continued to fight, even though he was down.

Sonic, Tails and Amy met up with her as Knuckles held back the horde of enemies.

They slowly proceeded downstairs, Knuckles occasionally laughing and yelling challenges behind them.

Sonic was about to open the door to the first floor reception room/lobby where the exit was, but Rouge stopped him.

"There might be an ambush down there" she said.

"Well, there's no other way out" Sonic said with a shrug, proceeding to open the door.

Shadow growled weakly. "Let Rouge check it out, you dolt!" he said. "She's the most qualified person here for scouting!"

"Says who?" Amy demanded.

Shadow took a deep breath. "Oh, I don't know... her superiors? Her agent-training graduation certificate? Her dozen or so stealth awards? Just let her go!"

Rouge was a little surprised Shadow praised her like that in front of the others, but not as much as she'd normally be after last night.

"Hey, hold him while I'm gone, will ya?" Rouge said, handing Tails Shadow.

Rouge then quietly opened the door, and jumped through, letting her wings soften her footfalls.

Rouge quietly went in, looking around her carefully.

Then, she saw two red dots glimmer just a bit ahead of her.

Rouge then realized they were eyes.

The figure stepped forward to reveal a jet-black echidna with red stripe-patterns akin to Shadow's.

Two curved, steel blades protruded from his hands to form claws where Knuckles' spikes would be.

Rouge scoffed. "This it?" she challenged.

The echidna snarled, and leapt towards Rouge and slashed at her.

Rouge flipped over the attack and tried to kick her opponent in the head, but the echidna quickly ducked and kicked Rouge up against the wall.

"What the-?!" Rouge exclaimed, surprised by the echidna's speed.

Then her opponent chuckled, and backflipped away from her.

"Chaos SPEAR!!" he yelled in a powerful voice, sending energy flying at Rouge.

"Holy shi-!" Rouge had time to yell before jumping out of the way just in time to avoid the blast.

Rouge went back up and shut the door behind her.

Sonic smiled. "Find anything?" he asked casually.

"Just a red and black echidna with the same powers as Shadow!" Rouge panted.

Sonic looked concerned. "Er... ALL of the same powers?" he asked.

"He can focus Chaos energy and move fast" Rouge said. "Maybe not quite as fast as Shadow or you, but faster than the rest of us."

Knuckles then came running down, panting. "I barricaded the hallway with rubble" he said. "That should buy us some time..."

More Metarex and Eggman robots came down, led by four elite Black Arms soldiers and a Shadow Android, apparently having slipped past before the barricade had been made.

"Leave them to me!" Amy said, and jumped towards them, her hammer smashing the first robots to scrap.

Tails heaved a ring-dummy bomb at some others while still carrying Shadow, who then gathered up what little strength he'd gained while being carried and fired a Chaos Spear.

Sonic, Knuckles, and Rouge meanwhile went downstairs to confront the echidna.

Their adversary snarled at their entrance, and with a gesture of the echidna's right hand, dozens Black Arms soldiers with laser pistols, rifles, and shields entered the room.

"Let me handle this" the echidna said in a cool, controlled voice full of wrath.

"Who's this hot-shot?" Sonic said with a chuckle.

"I am Shade the Echidna" he responded; "And I serve the almighty Lord Mephiles the Dark, and enforce the union of the Black Arms, Metarex, and Eggman Empire. Only Mephiles commands me, and Commander Red Pine is my only equal."

Sonic yawned. "Yadda-yadda, we've heard this drivel before" he commented.

Knuckles chuckled and cracked his knuckles (no pun intended).

"Let me show you how a REAL echidna fights!" he exclaimed.

Then the three of them ran at Shade.

Shade attempted to slash Knuckles in the head, but he ducked and punched Shade in the chest. Then Rouge leapt at Shade, and did a cartwheel to dodge a slash, then kneed Shade in the stomach, and kicked him across the room.

Knuckles moved in to attack, but Shade snarled and slashed Knuckles, and kicked him across the room, making Knuckles moan in pain. Then Shade jumped over a bomb that Rouge threw, and kicked her across the room to land with a thud next to Knuckles.

Sonic moved in, and Shade rapidly started slashing at Sonic, who was barely able to dodge the attacks, even with his incredible speed.

Sonic ducked under Shade's next slash, then kicked Shade hard enough to make him stumble.

Before Shade could counter-attack, Sonic hit him with a Homing Attack, smashing Shade into a vase on the reception desk.

Rouge then threw a bomb to try and finish Shade, but he warped away with Chaos Control in the nick of time.

The explosion showered the room with glass shards and some shrapnel.

Shade reappeared with a sinister smirk not far from Knuckles and Rouge.

"Break time" he laughed. "Black Arms, finish them!"

The aliens took this as their cue, and moved in.

Rouge split-kicked two of them down, and Knuckles smashed three with shields against the wall.

Sonic then spun around them and took out over a dozen with rapid strikes.

Knuckles then came up to him, and threw Sonic in ball mode at the aliens, destroying about twenty.

When Sonic landed again, he brushed some goop off his shoulder.

"Is that Black Alien gore?" Sonic wondered.

"Nah, that's just something from their guns" Knuckles said, a Black Arms gun impaled on one of his spikes oozed the same goop.

Shade then moved in against Rouge after she killed a few more aliens there.

Shade smashed Rouge against the wall, and would've finished her if she hadn't kneed him at the last second. Then Rouge jumped over Shade, and Sonic moved in to attack the echidna while Knuckles held back the other Black Arms.

Shade slashed a patch of Sonic's quills off, dodged a kick from the blue hedgehog, and kicked Sonic down, and pinned him.

Shade was preparing the final blow, when Knuckles suddenly picked up an entire seat-bench, and heaved it right at Shade, slamming the black and red echidna against the wall. Knuckles then picked up a chair to throw, but Shade warped up to him and kicked the chair out of Knuckles' grasp, then backflipped to dodge the counter-punch.

The few Black Arms left alive moved against Knuckles, but Sonic and Rouge knocked them aside.

Then, a dummy bomb finished them.

Tails and Amy entered the room, Tails still carrying a wounded and groaning Shadow.

Shade snarled, and two Black Arms worms emerged from the ground, and fired missiles at them.

Amy smashed one in the head while Sonic attacked the bottom of it, and Knuckles smashed the missiles aside. Then Rouge threw several bombs, blowing the worm to pieces.

With one final blow, Amy finished the other worm, and smiled at Sonic.

"We make a great team, huh?" she asked.

Before Sonic could reply, Amy embraced him, making Sonic squirm and wriggle, trying to get out of the crushing hug.

Rouge rolled her eyes, relieving Shadow from Tails. "Get a room you two" she muttered.

Shade snarled at them, but then calmed when a dark figure appeared from outside the building and at the door.

The door suddenly flew off its hinges and smashed against the other side of the room, making Amy squeal.

A dark, hedgehog-like figure entered, flanked by Red Pine and dozens of Metarex, Eggman mechs, and Black Arms soldiers.

It was Mephiles.

"Aw, hell..." Rouge groaned.

Mephiles chuckled.

"At last... you are all caught in my trap, and so my plan proceeds" he laughed while the lightning flashed outside.


	8. Wrath of Mephiles the Dark

Chapter Four: What is the Heart Truly Feeling

**Chapter Eight: The Wrath of Mephiles the Dark**

Mephiles now stood in the front of the room, his presence making the whole room seem even darker with most of the power out due to the storm, leaving only a few random lights on.

Rouge stood in front of Shadow in a guard position, making Mephiles laugh.

"How bold" he mocked. "Not that it will do you much good once you're dead."

Shadow snarled, and struggled to his knees.

"Don't you THREATEN her!" he growled, but then slumped down again.

Mephiles shook his head, and motioned for Red Pine and the troops behind him to form up.

"You FOOLS!" Mephiles laughed. "The forces I have united against you are too great! Not even the Ultimate Life Form, the only one with the power to defeat me one-on-one, can stand against MY power!"

Sonic and Knuckles stepped forward. "I may not have Shadow's powers" Sonic said; "But I'm MORE than fast enough to take YOU down!"

Knuckles readied into a fighting stance. "There's no strength in numbers!" he scoffed, and leapt with Sonic at Mephiles.

The Dark hedgehog incarnation laughed, and easily side-stepped Sonic's initial attack, grabbed the hedgehog's throat, and hurled him across the room to smash into the glass of a vending machine.

Knuckles then tried to attack with a mighty punch, but Mephiles grabbed Knuckles' arm and flung him into a wall. Knuckles got back up and charged in a rage, but Mephiles summoned some black ooze to his arm, which formed itself into a long, stone blade with similar texture and color to his skin.

Mephiles side-stepped Knuckles' charge, and slashed the echidna on the back, making him cry out in pain.

Amy moved in with an equal rage.

"HOW DARE YOU HURT MY SONIC!!" she screamed, and heaved her hammer at Mephiles...

Who easily tore the hammer from her grasp, and smashed Amy with it so she landed next to Sonic.

Rouge then leapt up while Mephiles was distracted to try a jump-kick, but Mephiles dodged it also, and kicked Rouge into a wall hard enough to make her collapse next to Shadow.

Mephiles laughed again. "Oh, I shall cherish this day for eons to come!" he crowed.

Rouge, Sonic and the others limped together. They were now hurt, but still able to fight.

Barely.

Shade, Red Pine, and all of the others gathered around their master.

"Finish off the blue and pink hedgehogs and the echidna and fox, but leave Shadow and his ally for me!" Mephiles ordered.

Knuckles went for Red Pine while Sonic and Tails went for Shade, and Amy was on her own against all the troops.

Mephiles charged at Rouge, his acid-green eyes gleaming with hate.

Rouge jumped over Mephiles, and managed to land a good kick to the back of Mephiles' head.

The dark being snarled, and formed a second stone blade on his other arm, and began slashing at Rouge.

She dodged the first few, but was hit with one slash on her back.

Rouge tried to ignore the pain: one moment of weakness could be the end of her and the others.

The end of Shadow.

Rouge hit Mephiles with three bombs, and landed a spin kick on him.

Mephiles cried out in rage, and picked up Rouge by the throat, squeezing the air out of her.

"You make me SICK, you filthy little bat!" Mephiles hissed, and threw Rouge across the room, landing with a solid thud against the wall.

Rouge slumped to the ground, groaning.

Mephiles charged forward, ready to finish her...

"Chaos SPEAR!!"

The energy struck Mephiles dead-on, knocking him over the reception desk.

Rouge glanced over at Shadow, who had somehow managed to get back on his feet and fire the energy.

But then Shadow collapsed, utterly spent.

Rouge rushed over to Shadow and helped him up...

He was barely breathing.

"Shadow... why do you strive like this?" Rouge whispered, teary-eyed. "You're already beaten! Why can't you admit it and just let us handle it?!"

Shadow only answered with a soft groan.

Mephiles rose again, a fire in his eyes. "I shall RELISH in destroying you both!" he said, his voice trembling with wrath.

Suddenly, bullets hit Mephiles in the back, making him cry out in pain.

Everyone turned to see a red and black robot with a machine gun on one arm, and a large silver hand on the other.

It was E-123 Omega.

"I shall assist" he said in his metallic voice, and shot down about a dozen troops with his turret.

Mephiles snarled at the sight of another of Shadow's allies. "DESTROY THAT MACHINE!!" he yelled.

Shade heard his master's order, and picked up Tails by his tails (again, no pun intended), and threw him at Sonic, and then kicked them both, and ran at Omega.

The robot saw the echidna charging, and at the last possible second, Omega slammed his metal fist into Shade's face, making the echidna stumble and fall.

Mephiles was about to counterattack, when Rouge delivered a very mighty kick to him, sending Mephiles sprawling on the ground.

Dozens of troops then charged Omega, who easily gunned them down, and smashed one last Metarex in the face, obliterating it.

Then, several vehicles arrived from outside, a large G.U.N. painted on their sides.

Troops poured out, and opened fire upon the Metarex, Black Arms and Eggman robots.

"Protect Sonic and the others!" a G.U.N. sergeant yelled.

Eggman's mechs and the Black Arms returned fire. More G.U.N. vehicles arrived, some with mounted turrets, and opened fire upon Mephiles' forces.

But then, hundreds more poured in from upstairs, and they joined the battle.

A group of specially-trained G.U.N. agents went in, armed with melee staves, and fought back the enemy troops surrounding Rouge, Shadow, and the others.

"Go! We have a medical vehicle prepared for you all!" one told Rouge, who nodded in response.

Rouge put Shadow over her shoulder while an exhausted Sonic, Knuckles, Tails and Amy made their way to an armored G.U.N. ambulance.

Shadow was immediately laid down on a gurney, and the others were given bandages on the worst wounds.

Everyone was silent while G.U.N. battled.

Then, the ambulance and an armed escort for it sped away.

Mephiles bellowed in rage as Shadow and the others escaped.

"DAMN IT ALL!!" he yelled, and gathered forth all of his power...

At Mephiles' will, enormous geysers of black fire blasted from the ground, destroying all the G.U.N. troops and vehicles battling Mephiles' army.

Then, Mephiles spread out, and the black flames smited the entire block across the street.

His anger spent on this, Mephiles drew in a deep breath and faced Shade, Red Pine and the troops.

"Shadow may survive" he said; "But at least he is out of condition, as was our main goal tonight. G.U.N. has also suffered great losses, and the Master Emerald is secured. I only need one day to fulfill my plans. Gather our forces, and pull back."

Shade and Red Pine bowed, and took the troops and led them towards their hidden fortress.

Before leaving, Mephiles looked into the sky.

"Soon..." he whispered; "The power of the Flames of Disaster shall reunite with me!"

Everyone winced when they strained their injuries.

No one had anything worse than a few deep slashes other than Shadow, who showed three broken ribs, three second-degree burns, a mildly-worrisome fever, a fractured arm bone, a broken ankle, and his left shoulder blade was dislocated.

Sonic had a broken wrist from when Mephiles threw his into the vending machine, but that was all. Omega was the only one among them who seemed to be 100 healthy.

But then again, he was a robot.

Rouge sat beside Shadow, no more at ease than she had been when she'd tended to Shadow, even with all this professional medical care...

Rouge softly caressed Shadow's quills, praying he'd be okay.

"Don't worry, he'll make it" Sonic assured her. "He survived Space Colony ARK, didn't he? AND he defeated the Black Arms single-handedly! This is probably nothing for him."

Rouge just grumbled.

Obviously it WAS something for Shadow; else he wouldn't be relying on the annoying blue hedgehog's assistance.

Amy looked like she was about to sob violently.

"Our romantic weekend... RUNINED!!" she sobbed, falling into Sonic's arms.

"Aw, jeez..." Sonic muttered.

Rouge quivered with fury.

Shadow was wounded to the point of near-dead, Mephiles had united three powerful factions to battle G.U.N., the Master Emerald couldn't have picked a worse time to go missing, and Rouge's possessions she'd left behind were now destroyed...

And Amy was concerned over some stupid weekend trip?!

Rouge tried to ignore them, and watched over Shadow...

Then, not caring if anyone was watching (and no one was), Rouge tightly grasped Shadow's hand.

"Please... be okay..." Rouge whispered.


	9. Hell on Earth

Chapter Four: What is the Heart Truly Feeling

**Chapter Nine: Hell on Earth**

At the nearest G.U.N. facility, approximately 18 miles northeast of President's house and underground.

Shadow was rushed into the emergency room while the others were to stay in other rooms of less urgency. Only Rouge and Knuckles refused to stay put.

Knuckles, because he insisted his injuries didn't hinder him, even after wincing sharply after straining a slash wound Mephiles had given him.

Rouge, on the other hand, wanted to stand by Shadow and help him through this however she could.

After giving Rouge one last checkup, sealing and cleaning her wounds as best as they could and changing the bandages, they let her see Shadow.

Rouge went into the room, her bandages hindering her arm movement a little.

Shadow was still unconscious, and now hooked up to a life support system and a heart monitor.

Shadow moaned a little every few minutes.

Rouge hated seeing him like this... frail, barely clinging to life...

And truly defeated for his first time.

Rouge approached Shadow, and gently caressed Shadow's quills; they were magnificent, smooth, and just plain perfect.

Shadow moaned a little more, but not as painfully as before.

Rouge checked Shadow's heart monitor; it was fine at the moment.

A doctor came into the room.

"Is he going to be okay?" Rouge asked, trying to keep from sounding afraid of the answer.

The doctor checked his chart, and sighed, and smiled slightly at Rouge.

"He's in no immediate danger of passing away" the doctor said. "But his wounds are serious, and will need days of delicate mending. Although..." the doctor sighed again.

"Although WHAT?" Rouge demanded.

"Well... it would be easier to mend him if Shadow's consciousness was more stable" the doctor said. "In his current state with slipping in and out of a semiconscious state, we might do more harm than good with mending the internal damage. If he were more stable and fighting for survival on his own, we'd be able to operate more safely."

Rouge sighed sadly, and nodded. "Can you do anything to stabilize him?"

The doctor sighed and shook his head. "I'm afraid not" he responded. "We can only watch and wait for now."

Rouge frowned deeply. "There's gotta be SOMETHING you can do!" she exclaimed.

The doctor shook his head. "There's nothing we can do until Shadow's body stabilizes better" he said gently but firmly, and left the room.

Rouge growled and hit the wall, making spider web-cracks appear on it.

She went back over to Shadow and pulled up a seat next to him, watching him closely.

The fortress Mephiles had built was much better-looking on the inside than out.

As Mephiles was more concerned with destruction than creation, only a large, crude pile of rocks marked the entrance to his underground lair. The rocks were stable and held together magnetically by technology Eggman had created. Four camouflaged Metarex and a well-hidden Shadow Android that blended into the dark surroundings guarded the entrance.

On the inside, however...

With the combined of Eggman's, Red Pine's, and the Black Arms' schematics, a labor force had created a near-luxurious interior with high-tech security.

It was no walk in the park to get past it.

Every pass code was told very secretively and through encrypted channels not even G.U.N. could decipher, and changed hourly. So much as a flicker of movement in a restricted area would send twenty Shadow Androids and a dozen cloaked Black Arms Elite troops upon them.

In every room, at least a hundred soldiers guarded it 24/7, with two-hour shifts so as to keep them rested.

Traps were set in key corridors as well, including Black Arms paralysis gas, laser turrets, and Metarex blades made of the toughest, sharpest metal.

Red Pine surveyed it all in the security control room with fifty Shadow Androids, a hundred Eggman mechs, and two hundred of his best Metarex soldiers, as well as four Black Arms giants.

And, in the throne room, the entrance was hidden to all but Eggman, Red Pine, and Shade the Echidna, the only ones Mephiles trusted to enter.

In the throne room, Shade usually stood by his master faithfully.

Eggman entered the throne room, flanked by two advanced mech guards.

Eggman approached Mephiles as he sat with the throne chair of black, foreboding crystal and marble, not bothering to bow.

"Mephiles, I need to speak with you" Eggman said, making little effort to sound respectful.

Mephiles didn't answer.

"I don't like how you've so easily usurped rule over me!" Eggman snarled. "We had a deal; I'd rule this Earth with a faction of Black Arms enforcers to serve me while they took 30 of the humans for themselves and I took the others for my empire. The Metarex would then take the Planet Egg for their own needs while supplying some backup energy source to replace it, perhaps using the Master Emerald for their needs while the Chaos Emeralds were given to me after YOU were through! But I don't see any reward for me; all you've done is order me and my mechs around-"

"SILENCE!!" Mephiles shouted harshly, instantly making Eggman stutter.

"How DARE you speak to me so insolently!!" Mephiles snarled. "Our bargain shall be kept, Doctor; once I have used the Seven Chaos Emeralds and the Master Emerald to summon Iblis back to me, our combined forces shall grow even stronger and wipe out all opposition, then the rewards and deals shall be fulfilled, while I wreak what havoc I wish in all other dimensions!"

Mephiles turned to face Eggman. "Only two Chaos Emeralds remain to be found" he said. "One of them is in Shadow's possession, if he's still alive. The other, I'm certain is somewhere at Sea Gate. Send your forces to search there, if you want my authority over you to end. Now, leave my chamber..."

Shade suddenly appeared out of the shadows, blades extended.

"...Or you shall be escorted by Shade here" Mephiles finished.

Eggman held up his hands. "Th-That won't be necessary, Mephiles sir" he said. "I shall search for the Emeralds now."

Eggman bowed, and with a gesture, his guards followed.

When Eggman was out of the room, he chuckled.

"YOU'RE the one who needs to worry about MY authority!" he sneered. "Only two Emeralds are required to defeat you in my new invention, and then use your power for my own needs, and then I shall be the one commanding these three factions!"

Rouge ran a hand over Shadow's cheek.

"Shadow... don't do this to me" Rouge said. "Be strong, like you always are. Come back to me..."

Shadow mumbled incoherently, and suddenly whimpered.

A single word escaped his lips:

"Maria..."

Rouge's eyes widened slightly; Shadow was having a nightmare...

It could weaken him enough to finish him...

In Shadow's state between life and death, all was a dark void around him with distant lights off in the distance.

Then, Mephiles appeared.

"Humanity cast you down, destroyed your life!" Mephiles snarled. "And they will do so again, yet you serve them! You are a fool! A WEAKLING!!"

Shadow growled, suddenly weighed down by mixed, dark emotions.

"No... Maria wanted me... to promise her to protect the humans..." Shadow struggled to say.

Mephiles laughed cruelly. "And yet..." he chuckled; "You were not strong enough to save her! Ultimate Life Form indeed! HAH!"

Shadow was weighed further as darkness seeped in, attacking him...

Destroying him from the inside-out...

"No... MARIA!!" Shadow cried out, the screams of his dying, dear friend echoing around him...

Shadow was going mad, being destroyed by fear and anguish...

Rouge looked around urgently, not sure what to do.

"Shadow! Stop this!" Rouge called out.

Shadow struggled a little, and the heart monitor started beeping a little faster.

Rouge's eyes began to fill with tears.

"Shadow, PLEASE!!" she cried.

Shadow continued to struggle, muttering 'Maria' over and over.

Then Rouge clung to Shadow, embracing his chest.

"Shadow..." Rouge whispered.

Suddenly, Shadow's pulse stabilized, and he stopped struggling.

Rouge didn't let go, however.

Tears ran down her face, and gently fell onto Shadow's.

Rouge trembled a little, still frightened by how close Shadow had come to being lost.

Rouge leaned towards Shadow's face.

"I don't know if you can hear me..." Rouge said, trying to regain her composure and standing up again; "But Shadow... don't leave me. I need you..."

Rouge leaned her face closer to Shadow's...

"... I think I love you..."

Then, Rouge gently kissed Shadow's lips.

Shadow moaned softly, and then let out a relaxed sigh.

"R-..." Shadow mumbled. "...Rouge?" he said weakly, and opened his eyes.

"Shadow!!" Rouge exclaimed, and threw her arms around Shadow.

"Whoa!" Shadow chuckled softly. "Easy there, Rouge..."

Rouge smiled at him, then frowned.

"Shadow, how could you be so stupid?! No one should've pushed themselves that far!" she said sternly, but then hugged Shadow again.

"Oh, I'm so glad you're okay!" Rouge said, smiling gently, a single tear of joy on her face.

Shadow smiled softly, and laid back on the bed.

"Th-Thank you, Rouge" he said quietly. "You... you saved me from my own dark emotions... you brought me back from the edge of death..."

Rouge smiled at him. "Glad I could be of help" she said, and kissed him on the cheek.

Shadow smiled again, and fell into a relaxed sleep.

Rouge patted Shadow's forehead, and left the room, content and assured everything was fine again.


	10. Apocalypse's Timetable

Chapter Four: What is the Heart Truly Feeling

**Chapter Ten: Apocalypse's Timetable**

Two Days later

Shadow was still in bed, but was now feeling much better, and his voice had gained some strength. The doctors had put his shoulder blade back where it should've been, and the broken bones were healing fast.

The doctors had performed some very urgent surgery though, and although Shadow was going to fully heal, they couldn't be sure how long it'd be before Shadow could resume active duty again.

It was about 3:00 pm when Rouge came back in to check on him.

Shadow was reading the paper; the headline about the attack Mephiles had ensued.

Shadow growled, and threw the paper down.

"I should've been able to stop them..." he muttered, and readjusted himself, suddenly inhaling sharply when Shadow strained his broken ribs.

Rouge went over to him. "Shad, don't try to move too quickly!" she advised.

Shadow snarled. "I don't need your sympathy!" he snapped, surprising Rouge. "What I need is someone to berate me! I messed up; sympathy is what I need the least right now!"

"You wanna be berated?" Rouge asked sternly. "Fine, here goes; you were a damned fool to try and defeat them all yourself and pushing yourself when you should've let US handle it!

Your mistake? You didn't swallow that damn pride of yours!"

Shadow took in a deep breath. "I-I suppose you're right, Rouge" he admitted, making Rouge calm down a bit. "But that echidna... his powers were equal to my own... it's like HE was another Ultimate Life Form! I... I've never been more defeated in my whole life..."

Rouge sat by Shadow and ruffled his ears. "Don't feel bad, Shadow" she said. "None of us defeated him. You nearly defeated Red Pine on your own, and hundreds (if not thousands) of Mephiles' troops were destroyed by you. You did better than any of us could've..."

Shadow only 'hmphed' in response. "But I'm supposed to be the Ultimate Life Form, Rouge" he argued. "If I can't stop Mephiles, who can?"

Rouge wasn't sure what to say...

But, after a moment of thinking, she smiled.

"Together, we can" Rouge said. "You, me, Omega... Team Dark."

Shadow couldn't help but smile at the mention of their old team name.

It brought back memories...

"Shadow?" Rouge asked.

Shadow came out of his daydream. "Yeah?"

Rouge was silent, then said; "Just take care of yourself, okay? Heal soon."

Shadow nodded. "I always do" he replied.

Rouge raised an eyebrow at that remark.

Shadow sighed. "Okay, fine. I'll take care of myself FROM NOW ON. Better?"

Rouge smirked. "Yeah... I'll see you around, alright Shad?"

Shadow nodded. "Alright. See you."

Before leaving, Rouge went over to Shadow, and leaned toward his face.

Shadow frowned slightly. "Rouge, what are you-?" he started, but was then licked cheek to nose by Rouge's tongue.

Rouge smirked at Shadow, and started to leave.

"There's more where that came from the second you heal" she whispered, winked at Shadow, and left.

Shadow's face was burning red now, and it wasn't a fever...

Shadow then tried to rest, now much more eager to heal.

One Week Later

Shadow was finally out of bed by now, his bones more quickly healed by his genetic structure as the Ultimate Life Form.

When Shadow left his room, it was unbelievable; like Shadow had never been injured.

Unless, of course, someone was to look under the fur and find the scars Shade had left.

Shadow walked into a lounging room in the G.U.N. base where several agents and soldiers were relaxing.

They greeted him kindly, some congratulating him on making such a quick comeback. Shadow ignored them all and went to a dark corner of the room and brooded.

But then, Rouge entered the room, and ran over to him.

"Glad to see you back on your feet" she said with a smile.

Shadow smiled back.

Rouge got closer to Shadow, and, when no one else was looking, gently kissed Shadow on the cheek.

Shadow's face went a little red. "Rouge, try and do that only in private" he said.

Rouge giggled a little. "Aw, come on, Shad!" she teased. "You gotta chill a little."

Shadow sighed, but Rouge went right back up to his intimate space.

"Hey, c'mon" Rouge said, smiling deviously. "I got a little surprise for you..."

Shadow smirked as well. "Alright..." he said, and followed Rouge out.

Rouge led him to the room she'd been staying in since G.U.N. had rescued them.

Rouge let Shadow in, and closed and locked the door behind them.

"Why don't you just... wait on the bed? I'll be out with the surprise in a second" Rouge told Shadow.

Shadow nodded, and Rouge went into the bathroom.

Shadow turned on the TV, trying to imagine what Rouge was planning...

He didn't have to wait more than a few minutes...

Rouge came out of the bathroom, wearing only a semi-transparent short-skirt.

Shadow's mouth hung open.

Rouge strutted over to the bed and sat next to him.

She giggled when she saw Shadow's expression. "You like it?" Rouge asked, putting a hand on Shadow's shoulder.

Shadow's smirk returned and he snickered deviously.

"I LOVE it!" he whispered, and then Shadow tackled her down.

Rouge giggled. "Come here, Shad" she whispered in a naughty voice, and they immediately locked lips in a passionate kiss.

Sonic and the others were hanging around in the control room, being quite nuisance to the G.U.N. staff there (the G.U.N. High Commander had warned them three times now that Sonic and the others could be kicked out if they caused too much disturbance).

Only Tails behaved 100 well.

He was on a very powerful G.U.N. computer, one that rivaled Eggman's mainframe.

Tails was busy trying to find how Eggman had been able to shut down the G.U.N. perimeter sensors and blind the defenses there until AFTER Mephiles had struck.

Tails found the virus, and compared it to some others...

The closest match was when the Black Arms had sent Shadow into G.U.N.'s mainframe, only the source of THIS one was weaker, and seemed metallic...

Tails concluded it was either Red Pine, or a Shadow Android that had disabled the security. Probably Red Pine, though, for he was the only metallic individual who could've gotten in.

Tails then had an idea...

If he could just trace this recovered virus file to the source...

Yes!

"Sir!" Tails shouted. "I found out where Mephiles is hiding!"

The G.U.N. commander looked at what Tails had found, then nodded.

"Well done, Miles" the commanded said. "Now, we can plan our next step..."

Sonic rushed up to Tails. "Awesome!" Sonic exclaimed. "Now we can go flush those goons out!"

Knuckles too seemed enthusiastic. "Hah! Finally, payback!" he yelled enthusiastically.

"Hold on there" the commander said. "According to Tails, the security here was worked on by all three factions... it'll be almost impossible to enter, unless..."

They all looked at each other.

"...Unless we use Chaos Control!" Sonic finished.

"Yes! That's an excellent way in!" Tails said.

"But you don't have a Chaos Emerald" Amy said. "The only one who can use even a short-range Chaos Control warp is Shadow, isn't it?"

Sonic sighed. "Yeah, it would appear so."

"Well, why don't we just take Shadow's Emerald?" Knuckles suggested.

"NO" the commander said firmly. "I won't let you just take someone else's possessions... although there IS another solution..."

"Aw!" Amy moaned. "Does he HAVE to come with us? He'll bring Rouge, and she'll just be mean and devious through the whole thing!"

"Still, you'll need both of them to stand much of a chance" the commander said. "That place houses more troops than what attacked you all at Central City about ten days ago."

Tails went through some more recovered files, and suddenly his eyes widened.

"Guys, whatever we're going to do, we need to do it quick!" he said.

"What, what's wrong?" Sonic asked. They all looked at the screen.

"I hacked into one of Eggman's logging-files..." Tails said quietly. "And if this is true... Mephiles plans to reunite with the Flames of Disaster."

They all looked at each other with fear...

"By dawn of tomorrow..." Tails concluded. "They have all seven Emeralds and the Master Emerald."


	11. The Fortress of Ultimate Darkness

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Eleven: The Fortress of Ultimate Darkness**

The G.U.N. commander sighed deeply. "Well, I'll contact Agent Shadow and Agent Rouge for assistance" he said.

The others all nodded. Sonic was the only one who remained optimistic.

"A timetable is nothing I haven't dealt with before!" he said with a somewhat arrogant grin.

Knuckles nodded grimly. "Still, if that echidna is there, it'll be tough" he admitted.

Amy rolled her eyes. "Knuckles? Being cautious?" she said. "The end of the world MUST be close."

Knuckles growled. "Watch it, pinky" he said, hands tightening to fists.

The G.U.N. locked on to Shadow's communicator.

"Shadow? Do you read me?" the G.U.N. commander asked.

They heard only a slight ruffling sound, followed by something that sounded like suction cups attaching and detaching repeatedly.

"What's going on in there?" Amy asked.

"Yeah, since when does-?" Knuckles began, but they then heard a loud moan...

A female moan.

The commander suddenly went pale. Then he cleared his throat.

"Shadow!! Report!" he said loudly.

They heard someone speak. It was spoken from a small distance, so they had to lean in to hear it.

"Shadow, don't answer it!" they heard someone say, breathing heavily. It was a woman speaking, but they couldn't quite make it out. "Keep going, this is wonderful!"

Then they heard a male voice, probably Shadow's.

"Hold on Rouge, it could be important" Shadow said.

Everyone in the room suddenly went pale, except maybe Knuckles and Tails.

"Are... they...?" Sonic said slowly.

The commander shook his head. "Don't speak a word of it" he said in a harsh whisper. "Shadow, answer NOW!!" he ordered.

They heard some scrambling, and Shadow finally answered.

"Yeah, who is it?" Shadow asked.

"The G.U.N. High Commander" he said sternly.

A moment of silence, then; "Sir! My apologies! I didn't know you'd left H.Q. What do you need, sir?"

"I need you and Agent Rouge down here now" the commander said. "We've located Mephiles' fortress, and we need you down here to organize a counter-attack."

More silence.

"Um... sir, I'm busy here right now" Shadow responded. "Can, uh... you give us- er, I mean ME a little more time? Like, a half hour and I'll be down here with, uh... Agent Rouge."

The commander couldn't help but smile a little. "Certainly, Shadow. 30 minutes, but no later."

"Thank you sir" Shadow responded, and the connection ceased.

The commander turned off the communicator, and looked at Sonic and the others.

They all burst out laughing about what they'd learned about Shadow.

Shadow threw his wrist communicator back on the floor and went right back to Rouge, who was caressing his white fur.

"We got thirty minutes" he said. "Think we can finish it by then?"

Rouge was too busy panting now to speak, so she only nodded.

Shadow smirked, and went back at it.

Shadow and Rouge entered the command center of the base. Shadow brushed back his quills and Rouge readjusted her hair. They approached the commander, and saluted.

"Sir! Reporting as requested" Shadow said.

The commander nodded. "You have a mission tonight" he said. "And a timetable to keep. Let me explain..."

The commander then explained what Tails had discovered, Mephiles' plan, and the fact that they'd need to work with Sonic and the others for a good chance of making it alright.

"... And Mephiles plans to use the Master Emerald and all Seven Emeralds with his own time-warping abilities to summon Iblis back to him" the commander concluded. "Mephiles only needs yours, Shadow, to complete his plan. According to our calculations, Mephiles' plan should work..."

"Unless we interfere" Shadow finished.

The commander nodded. "Tails is hacking into their security now. If you use your Chaos Emerald, you should be able to warp everyone there past the entrance and infiltrate your way in without arousing the security. Tails will stay in touch with you and Rouge;" the commander faced her; "You'll need to help Tails infiltrate the security at certain points and get him in."

"Why Tails?" Rouge asked, folding her arms. "I'm perfectly capable of infiltrating security."

"Yes, I know" the commander said; "But Tails will be linked up to the G.U.N. mainframe. Your odds will be better that way."

Rouge sighed.

"Okay. I'll leave this up to you from there" the commander said. "You have approximately 10 hours until Mephiles finds the right time to bring Iblis back."

Shadow and the other nodded, and headed out the door.

Sonic looked at Shadow's face and suppressed a smile.

"Shadow, you got something on your face" Sonic said, trying hard not to snicker.

Shadow wiped away a pink material the same color as Rouge's lipstick, and turned red.

"Oh, uh... damn, how'd that get there?" Shadow stuttered.

Dr. Eggman entered the security control room, where Red Pine stood in charge, flanked by Shadow Androids.

"Red Pine" Eggman greeted. "Mephiles has ordered me to send out the Egg Fleet, and your best flying-based Metarex are to accompany it."

"What is the purpose of this?" Red Pine asked.

Eggman smiled cruelly. "It's to wipe out G.U.N. Headquarters" he responded.

Red Pine stopped what he was doing and looked right at Eggman.

"Is Mephiles sure it'll be enough to wipe it out?" he asked.

"Oh, he's certain" Eggman responded. "While our assault forces make them send out a majority of their forces to engage it, the Black Arms shall send their flying fortresses equipped with their strongest cannons shall sneak attack from the rear. Only the best soldiers available who aren't guarding the fortress are to be sent with them to attack G.U.N. on the surface."

Red Pine nodded.

"Very well" he said. "If this works, G.U.N. will be ultimately doomed."

Shadow, Rouge, Sonic and the others were all now traveling on the ground as fast and as stealthily as they could to Mephiles' fortress.

They were now in a dark forest, and they could see a pile of rocks in the distance that marked the entrance.

Shadow pulled out his Chaos Emerald...

But hesitated.

"Something wrong, Shad?" Rouge asked.

"Come on, we've only got about eight hours left!" Knuckles growled.

"Maybe Mephiles WANTS us to attack" Shadow said. "He might be setting another trap... he still needs my Emerald..."

"Ah, don't be a chicken!" Sonic said. "Come on!"

"One mistake here, and Mephiles will have the power to destroy hell and all creation!" Shadow snarled. "And I doubt even in Super form we'd be able to stop him..."

Rouge put a hand on Shadow's shoulder.

"Shadow, it'll be okay" she assured him. "We're all in this together."

Shadow brightened a little bit, and he held up the Chaos Emerald.

"Ready, Tails?" he said through his communicator.

"Ready" Tails confirmed back at the G.U.N. base.

Shadow nodded, and took a deep breath.

"Chaos Control!" he shouted, and they all vanished.

A Metarex soldier and a Black Arms soldier patrolled a short hallway.

"Do you think Master Mephiles' plan to destroy the human's headquarters will work?" the Metarex asked.

The Black Arms alien shrugged. "Possibly" he responded. "If the one he sends to lead the attack has anywhere as good of leadership as Black Doom, they shall succeed."

"Red Pine is more than sufficient himself" the Metarex pointed out.

The alien was about to respond, when a big, white fist blasted him against the wall.

"What in the-?!" the Metarex had time to yell before being blown to pieces by a large hammer.

Knuckles and Amy observed their fallen foes.

"Nice hit there" Knuckles commented.

Amy grinned. "Yes, I know I excel at this" she said, not trying to be modest.

Shadow, Rouge, and Sonic emerged next.

"Let's move" Shadow said, and they hurried on.

Everyone was extra careful to avoid security cameras and wires. Shadow would usually teleport over them and deactivate them or Rouge could use her great agility to get over them also. They usually avoided the guards, or made quick, quiet work out of them.

Then, they were at the security control room's door.

"If we can take control from here," Tails said over the com when they told him; "It'll make getting to Mephiles 5 times easier."

"It WOULD be a relief to see less active cameras" Shadow admitted.

Tails deactivated the cameras in the security room without the guards even knowing it.

"Now, let me open the door... it'll take awhile..." Tails said.

Knuckles chuckled, and knocked the door down with a mighty punch.

"That works too..." Tails said, a little disappointed at the crude entrance as opposed to his more finesse one.

Shadow and the others all entered the room.

Dozens of Shadow Androids, a few hundred Eggman mechs and Metarex were there, along with four Black Arms giants.

"I am SO going to enjoy this" Shadow said with a smirk.

Then, their enemies charged.

Red Pine was personally overseeing the preparations of the Egg Fleet, when he received an urgent message from the control room.

It read; "Under attack. Sonic and Shadow the Hedgehog. Their allies too. Need help."

Red Pine growled, and alerted Mephiles.

"What is it, Commander Red Pine?" Mephiles demanded.

"Master, the security control room is under attack by-" Red Pine started, but Mephiles cut him off.

"Then take care of it!" Mephiles snarled. I need to finish preparations for Iblis' return."

Red Pine shrugged, and with two Metarex flanking him, he ran to the control room.


	12. An Old Enemy

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Twelve: An Old Enemy**

Shadow and the others slammed into the enemy horde with great ferocity.

Knuckles smashed a Shadow Android aside, and then easily took down two Metarex with rapid punches.

Sonic bowled right through a group of Eggman robots, and then slammed a Shadow Android aside with a Homing Attack. The Android fired a missile to distract Sonic, and then attempted another Homing Attack, but barely missed Sonic, who then slammed the Shadow Android aside.

A group of Metarex moved against Shadow, who blew them aside casually with a Chaos Spear. Those who survived where then quickly brought down by Shadow's swift Homing Attacks.

Two Shadow Androids tried to corner Amy, but she leapt over their initial attack, and smashed one with a hammer so hard half of the robot's fake-face fell off, and sparks spat out underneath.

But the other one hit Amy with a Homing Attack while she was distracted, but she compensated by slamming them all with her Piko-Piko Hammer by spinning it like a tornado.

A Black Arms giant and five Metarex moved against Rouge...

Who tore through them with one mighty drill kick.

A few Metarex were stunned by this, but Eggman's mechs and the other three Black Arms giants moved in against Rouge.

Rouge kicked four mechs aside, then rolled under one of the giants, and kicked it as hard as she could.

The alien roared in pain, and fell on the Metarex, crushing them all.

Rouge then threw a bomb at the remaining mechs, and then split-kicked two more down.

Another giant, however, picked Rouge up and held her tight.

"Prepare to die, you scum" it growled, and hurled her across the room.

Rouge tried to get control and fly to safety, but she was closing with the wall too fast...

"Chaos Control!"

Rouge froze where she was in midair, and Shadow leapt up, and gently brought her down.

Time around Rouge unfroze, and she looked at Shadow, and realized what had happened.

"Oh... thanks, Shad" Rouge said, still in a little shock over her near-collision experience.

Shadow nodded. "Always a pleasure" he said, and punched an Eggman mech that had approached from behind.

They returned to the fray, and with the combined effort of Sonic, Knuckles, Amy, Shadow, and Rouge, all their enemies were soon defeated, and the security room under their control.

Shadow approached the main computer and opened a link from it to Tails back at G.U.N.

"That good?" Shadow asked.

"Yeah, that's fine" Tails responded. "Give me a minute here..."

They all waited a few minutes. Amy switched her hammer to the other hand, Rouge brushed back her hair, and Sonic hummed a quiet tune.

Finally; "Got it!" Tails exclaimed. "I'm uploading a security system-free path into the system; it should show the safest path to Mephiles' level."

"Will we still encounter resistance?" Shadow asked.

"Most likely" Tails affirmed. "But cameras, traps, and security sensors are down, and it should keep what systems they still have control of distracted, so I should stay linked."

"'Should?' Not very exact about things, are you?" Shadow muttered.

"You're doing fine, bud" Sonic assured Tails. "Just have a party ready when we get back."

Shadow rolled his eyes, then looked at the map, and walked to a door at the other side of the room. Opening it, Shadow saw a long, narrow stairwell in a dimly-lit room.

"Tails has security here down" Shadow said. "Let's move."

Red Pine and two Metarex burst into the security room.

The room was in a wreck.

Troops lay dismantled and wounded/dead all over the room, and a few holes were knocked into the wall, and several small computers fumed where they'd been smashed. A few places on the ground smoldered where missiles, bombs, and Chaos Spears had hit.

Red Pine looked around, and went to the door that led to the stairwell.

It was locked, and even though Red Pine could've torn it off without hesitation, he didn't.

Red Pine faced the Metarex behind him. "Take Security Teams 4-9 with you, and cut them off on the 11**th** floor in the main antechamber."

The Metarex bowed, drew their swords, and vanished with super-human speed.

Shadow and the others were now in an antechamber where dozens of dead security cameras lay hidden.

Rouge looked around. "Good thing fox-boy took the security here down" she said. "I've already spotted eighteen different places where security sensors can detect."

"C'mon" Shadow urged. "The sooner Mephiles is six feet under, the better."

"Why must you always talk like a psychopath?" Amy asked sternly. "'Kill that guy, kill that other guy'" she mocked.

Shadow shot Amy a glare that would've blown her to pieces if looks could kill.

"Don't question my choice of words, pinky" Shadow snarled.

Sonic took a few steps in front of Amy in a protective manner and glanced sternly at Shadow.

"Can't we get along for just a few more minutes?" Sonic said, trying to block Amy from Shadow's glare.

Shadow scoffed, and they started forward...

When suddenly, lasers fired from seemingly nowhere.

"GET DOWN!!" Sonic and Shadow yelled simultaneously.

Sonic pushed Amy and Knuckles down while Shadow pushed Rouge down, barely dodging the laser blasts.

"What the-?" Rouge had time to exclaim before being slammed by a Shadow Android.

Shadow snarled, grabbed the Android by the throat, and threw it in a random direction...

The Android slammed into an invisible object, and revealed a wounded Black Arms elite soldier with a laser rifle.

Suddenly, 11 more Shadow Androids surrounded them, and a volley of Black Arms' rifles fired.

Everyone dodged the blast, and Knuckles managed to land a lucky punch on a Shadow Android.

"What the blazes is happening?!" Knuckles shouted.

"These Black Arms elite soldiers have cloaking technology" Shadow responded, dodging a missile and then a laser blast. "It kept them hidden for only a few seconds, but they must've improved the technology... Eggman's doing, probably."

"Ya think?!" Knuckles responded before being punched aside by a Shadow Android.

Amy started swinging her hammer around, trying to find her hidden foes, but they always evaded her. After a wide spin, a Shadow Android landed two Homing Attacks on Amy, knocking her down.

"Amy!!" Sonic shouted, wrestling against another Android. Sonic heaved with great effort, and finally shoved the Android aside, and knocked Amy's attacker away.

Rouge, meanwhile, was trying to sense the hidden soldiers by listening very carefully.

She sensed a vibration to her right, and made a wide kick there...

A Black Arms elite soldier appeared out of thin air, snarled, and moved in to attack.

Rouge laughed, sidestepped it and tripped the alien over.

"Clumsy little nuisance, aren't we?" Rouge mocked before picking the alien up and slamming it against the wall.

But then a Shadow Android smashed Rouge from behind and aimed a gun turret at her.

"Target apprehended" it said in a metallic tone, ready to fire.

Rouge only snickered, and threw a bomb right in the Android's face, blowing it to pieces.

"Stupid machines..." Rouge muttered.

Shadow, meanwhile, had blown away a few more Shadow Androids with several Chaos Spears, and was now searching for the Black Arms soldiers...

Waiting...

Right when he saw the red glow of their rifles' fire, Shadow slowed time with Chaos Control, and went to the source of the laser glow, and landed a Homing Attack in that area...

Revealing another elite Black Arms troop.

Shadow finished it with a mighty punch, but was then blown aside by a Shadow Android missile.

Knuckles then moved up and attacked the one who'd fired it.

Shadow got back on his feet, and dashed past a laser-blast.

Shadow looked over at Rouge, and saw that she'd finished three more of the elite troops.

Sonic and Knuckles then teamed up, and Knuckles threw Sonic in the general source of the lasers, and knocked down two more Black Arms.

Amy threw her hammer in a boomerang fashion and destroyed four more Shadow Androids, and Shadow finished them with two precise Chaos Spears.

Rouge defeated another Black Arms elite, then teamed with Shadow, and while Shadow froze time, Rouge quickly finished the Black Arms...

And they were done.

"Nice work, everyone" Sonic commented.

"It'll only get more difficult from here on out..." Shadow muttered.

"How true" a cold, metallic voice spoke.

They all turned to face two powerful-looking Metarex, one colored white who wielded a very large sword, the other colored green who held a smaller yet more finesse sword. Surrounding them were twenty more Shadow Androids, thirty standard Black Arms soldiers, and fifty Eggman mechs.

In the front, however, was the worst...

Metal Sonic stood in front.

"Long time no see, Sonic the Hedgehog" Metal Sonic said, one hand forming into a turret.

Sonic growled. "I thought you'd have given up after we beat you on the Egg Fleet" he said.

Metal Sonic laughed evilly. "Perhaps alone" he said; "But not when all THESE troops serve me! And now, Sonic, you shall finally die!"

The Metarex and the other soldiers behind Metal Sonic charged forward.


	13. A Battle on Two Fronts

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Thirteen: A Battle on Two Fronts**

At G.U.N. Headquarters, the G.U.N. High Commander had returned to the Control Room, reassuming his overseeing post of all of G.U.N.'s operations.

All systems were fine, and Tails was still linked to Shadow and the others at the base in Central City. The commander was confident his agents and the others would do their job well; they always had in the past.

Suddenly, an alarm went off.

"What's going on?" the commander demanded.

A G.U.N. officer at the computer looked pale.

"Sir... scanners show over 10,000 hostile contacts approaching at 2,400 miles an hour" he said nervously.

"What?!" the commander sputtered. "What are they?!"

"Getting a visual now, sir" the officer said.

A screen appeared shortly, showing all too-familiar ships...

Thousands of them.

The commander snarled; it was the Egg Fleet.

"Send all available G.U.N. airships to engage them!" the commander orders. "Ready terrestrial missile sites and anti-air turrets, and put the base of full alert! Get all troops to positions! Seal all doors and have evacuation vehicles on standby!"

"Yes sir!" the officer complied, and the base set to work.

A Black Arms officer of elite status stood on one of the flying fortresses that led the air-battling Metarex (who were about the size of other ships). The Black Arms soldier wielded a sword much like what the giants and standard troops used, only the blade shimmered black with extra energy.

His name was Dark Fist. He had led the Black Arms through their arduous times until Shade had found them, assumed command, and united them with Mephiles, who then united them with Eggman's forces and the remaining Metarex.

Black Fist turned to see one of the few Black Arms on the fortress who was manning the turrets approach.

"Commander, the enemy has engaged Dr. Eggman's fleet" he said. "Not a single ship remains to be sent out."

Black Fist nodded. "Very good. Now we only need to worry about anti-air turrets and their heavy ground artillery.

The Black Arms soldier nodded, saluted, and went back to his position.

'Once G.U.N.'s strongest base is crushed, and their leader killed' Black Fist thought with a wicked smile; 'Master Mephiles and Shade and their servants shall make quick work of what's left.'

Sonic growled, and charged right at his metallic copy, and yet another fight between them was on.

Shadow then went for the white Metarex with the larger sword and Rouge went for the more agile-looking green Metarex, leaving Knuckles and Amy to contend with the Black Arms and Shadow Androids.

"Why do I always get stuck fighting different opponents than what Sonic's fighting?" Amy muttered, smashing aside another Black alien. "Why can't we fight together more often?"

"Don't be picky!" Knuckles said, and punched away a Shadow Android.

Shadow growled; having a blade of his own would make dueling with this Metarex sword master a bit easier.

Rouge was faring a little better; years of agility training and practice made her one of, if not the best agent in G.U.N.

Shadow rolled under a powerful slash from the white Metarex warrior, and smashed it from behind. But the Metarex was much more powerful than the standard soldier, though not as strong as Red Pine either.

Shadow kicked the Metarex in the face, and fired a Chaos Spear...

But the Metarex deflected the energy back at Shadow, who was barely able to warp away in time.

"Damn it! Why can't they just die?!" Shadow growled.

Shadow sped up his attacks, and landed a Homing Attack on the Metarex's torso.

"If they died so quickly, where'd the fun be in it?!" Knuckles replied from across the room, smashing a Black Arms troop.

"WE DON'T HAVE TIME FOR FUN!!" Shadow yelled, and punched the Metarex down. "We have only a few more hours before Mephiles has the power to collapse all existence!!"

Rouge, meanwhile, backflipped to dodge a wide slash, kicked the sword out of its hand, and landed a good kick to its chest, knocking it against the wall.

Rouge chuckled in triumph, and winked at the Metarex.

"Good night" she said, and tore through the Metarex with a mighty kick.

Shadow growled, thinking it unfair that she had gotten the kill first; _he _was the Ultimate Life Form, damn it. "Well, better take this up a notch" he said, and used Chaos Control to warp behind his foe, and hit it with a Chaos Spear, blowing the sword arm off.

"Cursed hedgehog!!" the Metarex snarled, and fired out an orb of energy.

Shadow rolled into a ball, bounced off the energy, and slammed full-on into the Metarex's head, and came out the other end.

The Metarex groaned, and collapsed to the ground.

Amy did a very fast hammer spin, knocking about seven Black Arms aside, but then a Shadow Android hit her from behind with a Homing Attack.

Knuckles, however, punched the Android's head right off...

Before being blown aside to land on his back by a missile from ANOTHER Shadow Android.

Amy easily smashed it while Sonic and Metal Sonic went at it.

The two collided constantly with Homing Attacks, reminding Sonic of the time he'd fought Shadow on Prison Island those years ago; the blue hedgehog could've sworn he still had bruises from that encounter.

Sonic leapt up high to try and punch Metal Sonic's head, but his Metal copy grabbed Sonic's torso, and slammed him against the wall.

Metal Sonic laughed, and slammed Sonic on the floor, then the wall again.

"This is such fun!" Metal Sonic laughed, and hurled Sonic across the room.

Sonic groaned and pushed himself back on his feet, and ran at Metal Sonic.

The metal copy protruded a blade from his hand, and intended to stab Sonic at the last second...

But was hit with Sonic's Homing Attack a second too soon.

Metal Sonic crashed against the wall, but Sonic didn't let up; he rolled into a ball, and hit Metal Sonic full-on.

The metal foe rose again, and drew out a gun turret, and fired at Sonic.

The blue hedgehog dodged the fire, and tried to move in for another Homing Attack...

But Metal Sonic hit him with his own Homing Attack.

Sonic collapsed, and Metal Sonic prepared to fire.

"Goodbye, old foe!" Metal Sonic said, a hint of respect for his old adversary showing despite his burning hatred.

But his moment of victory was interrupted by a hammer-mallet to the face.

"What the-?!" Metal Sonic exclaimed before being punched by Knuckles, kicked by Rouge, and rapidly slammed by Shadow.

Amy hit him with another hammer-blow, and Sonic hit Metal Sonic with a final Homing Attack.

Metal Sonic's head sparked with damage, and the red eyes dimmed, and he shut down.

"I have a feeling we'll STILL see him again" Sonic said, but then faced the others and smiled.

"Thanks for the help, guys!" he said with a smile and thumbs-up.

Shadow 'hmphed' and walked off, Rouge shrugged and followed, Knuckles nodded and Amy embraced Sonic.

"Anytime, sweetie!" she said, and Sonic groaned.

Shadow and the others were now in the adjoining room to the antechamber, and Shadow spotted an elevator.

"Tails, is that safe to get us to Mephiles?" he asked.

"Yeah, but only for three floors" Tails responded.

Shadow nodded, and they walked on.

"Why can't we just WARP to Mephiles?" Knuckles asked.

Shadow scoffed. "BECAUSE, red-headed imbecile, the energy from the Master Emerald and the other six Chaos Emeralds is blocking anything further than warping past the front gate."

Rouge giggled a little at the insult Knuckles received, enjoying seeing Knuckles get steamed up.

"Guys, c'mon" Sonic urged. "Let's just cooperate a LITTLE further!"

Shadow muttered darkly, but nodded and they went to the elevator.

"Oh, and guys?" Tails said over the link, sounding nervous.

"Yeah bud?" Sonic asked.

"G.U.N. Headquarters is being attacked" Tails said, fear entering his comment. "They're okay for now, but could use some help; most of the ships at this base have gone to fight."

Shadow's eyes widened. "Damn it!!" he snarled. "Can't this stupid elevator speed up?!"

Rouge put a hand on Shadow's shoulder. "We'll make it; don't worry" she said sincerely, looking right at him.

Shadow's frown and angry-eyes slowly melted away at her gaze...

Shadow looked into those beautiful, aqua eyes...

And Rouge gazed back at those strong, resolute crimson eyes...

"Ah-HEM!!" Amy said loudly.

Shadow and Rouge awoke from their eye-gaze, faces going as red as Knuckles.

"Save it for the party, you two" Sonic said with a snicker.

Shadow muttered something about 'hedgehog-cabob', and they exited the elevator.

They were in a large, dark room now. It reminded them of the interior of the Black Comet, the Black Arms' old fortress/Headquarters.

Shadow walked forward, and saw something oval-shaped and colored dark red...

Blood-red, in fact.

"What's that?" Amy asked, a little nervous at how strange it looked.

Shadow's eyes widened.

"It's an egg" he said in a half-whisper.


	14. Spawn of Evil

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Fourteen: Spawn of Evil**

Everyone approached the large, blood-colored egg.

"Huh. Wouldn't want to eat THIS chicken!" Sonic joked.

Shadow rolled his eyes. "Go put your tail in a blender, you-" Shadow began, but the egg suddenly jerked violently.

"What in Mobius could BE in that thing?!" Amy said in disbelief.

"Whatever it is, consider it dead" Rouge said, stepping forward. "I'm not about to spectate the hatching of some slimy-freak show."

But then, energy-charging was heard, and they all turned to see about 500 Eggman mechs pointing some type of weapon at them.

"Jeez, don't these guys EVER get tired of losing?" Sonic asked.

"They soon WILL be!" Knuckles said, readying into a stance.

Then, about 100 more Black Arms soldiers entered from the other side of the room.

"What are the machines doing in here?" one alien said. "This room is restricted to Black Arms soldiers and Master Mephiles only!"

"Error. Does not compute" the robots said in a monotone unison. "Objective: Destroy or capture Sonic the Hedgehog and Shadow the Hedgehog and their allies."

Shadow snarled. "I've about had ENOUGH of these clowns!!" he said, and began to remove his bracelets...

When he realized he still didn't have them.

Shadow remembered sickeningly that he'd lost them in his fight with Shade, and that Mephiles had crushed them...

Shadow stared at his hands, his morale suddenly wounded all over again...

Rouge's ears went down a little in sympathy for Shadow.

But then, their dilemma grew worse.

The large, blood-red egg started jerking violently, and began to crack and fall apart.

The Black Arms troops there stared in awe; Sonic and the others stared in a state of shock.

Suddenly, a slimy, disgusting monster arose with an ear-piercing screech (which almost brought Rouge to her knees with her sensitive hearing).

The monster was almost disgustingly-muscular; they bulged everywhere, even on the head, seemingly. Long, dark blades protruded where fingers should've been. The blades were colored a glowing, darkish purple like the swords the Black Arms used. The beast had four legs that were jointed like spider legs but had the texture of a reptile, as did the rest of the body.

Its body was primarily jet-black, but it also had some dark red spots on it.

A slimy goop dripped all over it, and it's single, bright-yellow eye glared at Shadow and the others...

Shadow hadn't seen anything this revolting since he'd been splattered with saliva from Black Bull, a large monster who once served the Black Arms when Black Doom had still been in power (whom Rouge had helped defeat).

Amy put a hand over her mouth, turned behind her, and hurled.

"HOLY SHIT" Knuckles said slowly, eyes wide.

The newly-born monster looked them all over, and then faced the Black Arms.

The aliens bowed. "At last, the predecessor of Black Doom is born!" they chanted. "The Black Arms shall rise and become a mighty dynasty on its own once more, and then Master Mephiles will be invincible! All Hail Lord Dark Doom!"

Shadow's eyes widened. "THAT'S the next ruler of the Black Arms?!" he exclaimed.

"Certainly a lot grosser than Black Doom, I'll give him that" Rouge commented.

Shadow nodded. "We'll just have to cancel his heritage" he growled with a sinister smirk...

But then, the newly-born alien spawn, or 'Dark Doom', leapt at the Black Arms...

And started tearing them apart.

"What the hey?!" Sonic exclaimed. "It's attacking its own followers? Not a wise thing to do..."

"It's newborn, Sonic" Shadow said. "It's probably confused, and if this thing wasn't born naturally, which I think is the case here, it's probably mentally unstable at the hands of these beasts. Even with Gerald's delicate work I myself am still prone to anger."

"Yeah, we got that part" Knuckles chimed.

Eggman's robots moved in to assist the startled Black Aliens, but Dark Doom faced them, roared loudly, and blasted dark, unnatural energy at them from its mouth, blowing up about half the robots there in a single attack.

The Black Arms hesitated, and then they moved in to attack too.

It was mayhem; mechanical and alien limbs alike flew apart at the savage attacks, and their weapons and meager strength were nothing.

One Black Alien managed to get a good slash in, but Dark Doom picked it up and literally ate the creature.

Amy hurled again at the sight.

The large alien then kicked two robots aside with enough force to snap them in half on impact, and then hacked down four more aliens like grass with its claws.

"This is so GROSS!!" Amy yelled. "Let's take that disgusting slime-ball down!!"

For once, everyone there agreed 100 with Amy; this was just flat-out horrible to watch.

After Dark Doom finished the robots, the Black Arms decided to make a break for it, and Amy arrived at that moment and slammed her hammer into the alien's head.

Dark Doom shook off the dizziness from the blow, growled, and picked Amy up.

"Let me go!" she shouted, struggling in its mighty grasp.

The alien hurled Amy aside, screaming, but Sonic leapt up and caught her at the last moment.

Amy trembled in Sonic's arms, and embraced him.

"Thank you..." she whispered.

"It's alright Amy; you're safe" Sonic assured her.

Amy looked up at him, and the two hedgehog's stared a long while...

Sonic suddenly felt weird inside... a sudden affection that had been dormant and small had grown and now showed itself...

Amy embraced him, and this time Sonic welcomed it...

"Get a room when we're done here!!" Rouge suddenly shouted, barely dodging a slash from Dark Doom.

Sonic blushed an even deeper red than what Shadow and Rouge had in the elevator, and gently set Amy down.

"C'mon, let's take this thing down together!" Sonic urged with a smile.

Amy nodded, and they attacked as one.

Mephiles paced his throne room, not that far really from where Shadow and the others battled the Black Arms beast. Red Pine and Shade were there with him.

"Why can't we detect them?!" Mephiles growled.

"Someone has hacked past Eggman's defense systems and deactivated key security systems to make a path here" Red Pine explained. "They used a trail in the mainframe to track it back here."

"Damn Eggman!" Mephiles snarled. "He's proving to be incompetent! He even said a day ago he was close to retrieving two more Chaos Emeralds, yet I've heard nothing from him since! I can't summon Iblis with just four Chaos Emeralds and the Master Emerald!"

"I'll contact Eggman now, my lord" Shade assured him, and contacted Eggman's quarters.

"Doctor, report!" Shade barked.

There was no response.

"Doctor!!" Shade bellowed.

Still silence.

Shade huffed and closed the link. "I can't reach him" he reported.

Mephiles sighed deeply. "No mind" he grumbled. "Red Pine, gather what best Metarex you have left and bring them here. Then I want you to gather your standard troops and try and pinpoint where Shadow and the others will arrive, and place them there. Return here immediately when you are done."

Red Pine bowed, and went to do his assigned duties.

Mephiles faced Shade next. "Conceal yourself until Shadow and the others arrive" he said; "Or until we receive word they're dead."

Shade bowed also, and disappeared.

Mephiles sat back on his black throne and chuckled to himself.

"I'm quite amazed you survived your wounds from our last meeting, Shadow" Mephiles spoke to himself. "But I swear that you won't survive this attack, even if you DO reach me!"

Mephiles laughed to himself, his ultimate victory within sight.

Shadow warped away to dodge another slash from Dark Doom, but Sonic and Knuckles were kicked aside by two of the beast's legs.

Amy smashed the alien from behind with her hammer and Sonic hit the torso with a Homing Attack, but the alien roared in fury, picked them both up, and slammed them together.

Sonic and Amy collapsed, completely dazed by the blow. Dark Doom would've finished them there if Knuckles hadn't delivered a really, REALLY strong punch to the creature's head.

Dark Doom then picked Knuckles up with two strong legs, threw the echidna in the air, and blasted energy at Knuckles from it's mouth.

Knuckles crumbled up against the wall, badly wounded.

Dark Doom faced Rouge, and attempted to bite her, but Rouge threw a bomb into its gaping mouth, and it exploded.

The creature howled in agony and Rouge laughed.

"Aw, little baby got a boo-boo?" she taunted.

Dark Doom didn't take kindly to this, and slammed her against the wall.

Shadow's eyes twitched, and he snarled like a vicious animal.

Shadow bellowed forth in rage at Dark Doom, and slammed into the alien with an unbelievably strong Homing Attack, knocking the beast clear into a wall (which collapsed on the monster).

Shadow was glowing red with energy now.

"NOBODY TOUCHES ROUGE!!" he cried, and fired rapid Chaos Spears, wounding Dark Doom gravely.

To Shadow's surprise (and after the shock, relief), rings started issuing out of Dark Doom as its life energy depleted.

"That explains the tough hide..." Shadow muttered.

Soon, after one final Chaos Spear, Dark Doom was defeated.

The others limped over to get some rings and restored their stamina with them...

When Shadow collapsed, spent without his ring-bracelets to support him.

Rouge rushed over and helped Shadow up.

"Are you okay?" Rouge asked.

"Yeah... just need some rest..." Shadow breathed.

Rouge gently lay Shadow down and gave him some rings, giving Shadow a slighter stamina boost than the others.

But it was better than nothing.

"You guys alright?" Tails asked over the link.

"Peachy" Knuckles grumbled.

Shadow sighed. "We can't expect to defeat Mephiles if I can't even stand on my own two feet!" he growled.

Rouge gently stroked back Shadow's quills. "It's alright, Shad..." she said gently.

Rouge looked over at the rings, and picked two of them up...

An idea formed in her head.

"Shadow, can you infuse these with a little Chaos Energy?" Rouge asked.

Shadow nodded, and seeing where Rouge was going with this, added about half a Chaos Spear's energy into each.

Rouge slipped them onto Shadow's wrists...

And they fit.

They were a little smaller than Shadow's previous ones, but Shadow could slowly feel his energy start to return, and scooped up the few remaining rings.

Then, Shadow was recovered.

Shadow smiled briefly at Rouge, and inhaled deeply.

"Tails, where to next?" Shadow asked.

There was a moment of silence as Tails searched the room.

"Guys, there's a stairway that leads to a long hallway that leads to Mephiles' throne room" Tails said. "You're almost there.

Shadow looked at the others, they all nodded together, and they set out.

For better or worse, this mission was coming to a close.


	15. Betrayal and Vengence

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Fifteen: Betrayal and Vengeance**

Shadow and the others were beset with hundreds of Metarex and a few Eggman mechs and elite Black Arms, but they carved right through them.

Metal scrap, unconscious and badly-injured bodies flew everywhere, until not a single soldier stood in their path.

Tails guided them up a final flight of stairs, when they noticed the temperature drop about 10 degrees all of a sudden.

"Tails, where are we, location-wise?" Shadow asked over the com.

"Hold on... scanning..." Tails said, and they heard him gasp slightly.

"You're inside a... a mountain!!" Tails exclaimed.

Shadow and the others all exclaimed "Huh?!" simultaneously.

"Well... apparently, Mephiles' base has a complex underground maze that stretches miles underground" Tails replied. "The mountain isn't very tall; it'll only get a little colder at the top and outside, even at night. But I'm guessing Mephiles needs this height to create a pinpoint for the Emeralds so as to summon Iblis a little easier."

Shadow cursed darkly. "How much time is left?" he asked.

"You have an hour and eleven minutes" Tails said.

"Plenty of time!" Sonic gloated. "I've done quicker!"

"Not while facing the possible destruction of all existence, you haven't!" Shadow retorted. "Plus, if Shade and Red Pine are with Mephiles, this'll take at LEAST an hour."

Without further comment, they climbed to the top, and approached a door about twenty feet tall. It was locked tight.

Knuckles and Amy neared it, and Amy brought her hammer down on one end, and Knuckles punched the other, banging the doors open.

Sonic nodded approvingly with a smile. "Not bad, Amy" he said with a thumbs-up.

Amy giggled, and Shadow rolled his eyes.

"Aw c'mon, Shadow!" Sonic said. "Amy's pretty good at what she does, you gotta admit."

"It takes more than brawn to make a suitable warrior!" Shadow retorted. "They need agility, dexterity, a clear mind, a motivation..." Shadow's eyes slowly went to look over at Rouge.

"... Er, stealth, skill, years of training... big, beautiful eyes..."

Sonic suddenly choked and started snickering like crazy, as did Knuckles.

Shadow's face went a little red. "What?!" he demanded.

"Well, they wouldn't need soft knockers too by any chance, eh?" Sonic sputtered, and him, Knuckles and Amy burst into laughter while Rouge's face turned deep red and Shadow quivered with fury.

"Sonic... if we didn't have a timetable to keep..." Shadow hissed with wrath, silencing the room; "I'd tear you to pieces, chew you up and spit you into the deepest pit in hell."

Sonic stood up.

"Yeah, well... c'mon, let's go" Sonic urged.

They all entered to see a large, black and purple, dimly-lit throne room.

"Be ready..." Shadow whispered, and they all went in further...

When suddenly, out of the shadows, came three powerful-looking Metarex.

They all readied into a stance.

Then, in a flash of blue light, Shade the Echidna appeared, claws extended.

Shadow's eyes widened slightly, but Rouge gave him a small, reassuring smile, Shadow nodded in response, and grew ready.

"Welcome, Sonic and Shadow the Hedgehog" a deep, menacing voice spoke from behind.

They saw Red Pine and four Shadow Androids standing at the door they'd just entered.

Shade, the Metarex, Red Pine and his Android guards surrounded them, ready to fight, but made no move.

Then, at the front of the room, a dark, vaguely-hedgehog-shaped figure strode forward:

Mephiles.

"Ah Shadow, still alive and well, I see" Mephiles mused. "But that will soon change. It was probably a miracle that saved you from the jaws of death last time. But every hero has limited miracles; and..." Mephiles chuckled, "Their supply never lasts long with someone as un-holy with someone such as myself."

Shadow snarled. "Your reunion with Iblis will be canceled, Mephiles!" he taunted. "Your reign ends now, I swear it! Enjoy life while you can, before I tear it away from you!"

Mephiles laughed. "Ah, such dark bravado" he chuckled. "You would've made an excellent partner with me!"

Shadow cringed as he remembered the deal Mephiles had offered during their last encounter, when Mephiles offered Shadow a chance to join him and punish humanity for what they'd done to Shadow...

But Shadow had nothing against humanity as a whole, at least not anymore; Maria had taught him how wrong that would've been.

Besides, Mephiles was only interested in being with Iblis so they could wreak ultimate destruction on everything, even time itself.

Mephiles rose a hand in the air.

"Shade, Red Pine, my servants..." he said...

And then dropped the hand.

"ATTACK!!" Mephiles cried.

Then Shade, Red Pine, the Metarex and Shadow Androids leapt at Shadow and the others in a brutal attack.

Shadow leapt up and clashed with Shade while Rouge, Amy and Knuckles attacked the Metarex. Sonic moved in to stop the Shadow Androids.

Shadow and Shade slammed together repeatedly, now nearly matched in every way that Shadow had much more vitality than their last battle.

Amy smashed down the Metarex she was facing, but was then hit with an energy orb, knocking her across the room.

Rouge ducked under the mighty blow of the Metarex she faced, but then leapt up and landed a strong kick right to the head.

Knuckles faced a Metarex with no weapon, but with lethal powers and strength equal to the echidna's.

Knuckles threw a punch, which the Metarex blocked, but then Knuckles head-butted his opponent in the torso, and kicked him down.

But the Metarex fired a quick blast of energy, knocking Knuckles into a wall.

Sonic, meanwhile, quickly finished up the Shadow Androids, but then Red Pine approached him.

"Now, the vengeance of the Great Dark Oak is at hand!" he bellowed, and drew his sword.

Sonic chuckled. "C'mon, I've faced worse!" he taunted.

Red Pine roared, and blasted an inferno at Sonic, scalding the blue hedgehog's quills and smashing him on the wall.

Sonic barely managed to recover in time to dodge a stab from Red Pine, and then Sonic managed to kick Red Pine away and get back into the fight.

Rouge was having an easy time fighting her opponent until the Metarex was able to grab her leg as she attempted to kick it, and Rouge was flung onto the floor with a loud THUD!

Shadow saw this, and wanted more than anything to help, but he was having a worse time of it fighting Shade.

The echidna wasn't as fast as Shadow or Sonic, but he was certainly a lot faster than Knuckles, and about as physically strong, too. Shadow only had a slight speed advantage over Shade.

Shadow blocked Shade's attacks with a fallen blade from a destroyed Shadow Android, and finally managed to kick his mighty adversary. Shadow then smacked Shade with his fist, and was about to land a Homing Attack...

When Shade warped behind Shadow, and slashed him.

Shadow fell with a groan, and barely blocked Shade's next attack.

"You may destroy me today, scum" Shadow snarled. "But I assure you, you'll go down with me if that happens!"

Shadow then kneed Shade in the stomach, warped behind him, and kicked the echidna in the back of the head.

Shade warped away, but Shadow pinpointed the place where the echidna would arrive, and hit Shade with a Homing Attack the second he reappeared.

Rouge saw Shadow gain the upper-hand, smirked at the Metarex she was fighting, and kicked it right in the crotch.

The Metarex howled in agony, and then Rouge finished it with another kick to the head.

Knuckles growled. "Great, now bat-girl's ahead of me!" he grumbled, and socked the Metarex he was fighting right in the head.

Sonic landed a Homing Attack on Red Pine, who retaliated by sending a geyser of energy at Sonic.

The blue hedgehog dodged it, but still caught a glancing blow. Red Pine moved in to finish him, but Sonic rolled up, shot past Red Pine's feet, and kicked the Metarex commander in the head.

Amy ducked under the blade of her Metarex opponent, and then slammed her hammer into it's torso with all her might, shattering it.

Knuckles was then in an arm-lock with his opponent, but then turned to his left, weakened his grasp, and the Metarex fell forward.

Knuckles punched the Metarex right up to the ceiling, and then used a Drill-Dive to tear a hole in its torso, and finish it.

A wounded Red Pine and a discouraged Shade backed up towards Mephiles, now outnumbered 3-5.

"Fools!!" Mephiles snarled. "FINISH THEM!! We have less than an hour before the ritual must begin!!"

But then, the wall was blown down, letting in a quick breeze of cool air.

"What in the blazes?!" Mephiles wondered aloud.

Everyone turned to look...

After the debris cleared, they saw a large robot, akin to the Egg Emperor Dr. Eggman had used to guard the Egg Fleet.

This robot, however, was roughly twice that size, and had mounted laser-turrets on the shoulders.

Also, this mech wielded no shield or lance, but instead had two large, missile turrets where the hands should've been.

Two other arms were below it. One wielded a mace covered in spikes, the other wielded a flame-thrower.

In it stepped, and it was clear who was inside the powerful machine.

"Dr. Eggman?!" Mephiles exclaimed.

"The one and only!" Eggman chortled.

"Excellent timing, doctor" Mephiles mused. "Destroy these fools, and then we can continue the plan!"

Eggman's machine faced Mephiles.

"You FOOL!!" Eggman laughed. "Did you REALLY think a genius such as myself would stoop to the level of being YOUR servant?! And working alongside the Black Arms and Metarex; Bah! They've caused me a great deal of trouble in the past, and now you shall all be crushed under the fist of the Eggman Empire! I shall now govern all dark forces, not work for them!"

Mephiles snarled. "Very well, Eggman" he hissed. "Consider yourself next to perish by my hands, you traitor!"

Eggman only laughed again. "Oh Mephiles, did you ever wonder what happened to the 2 Chaos Emeralds I told you I'd retrieved? HAH! Now, after a wondrous scientific breakthrough, not only is this machine powered by 2 Chaos Emeralds, but I've created an internal device that multiplies its energy four-fold! Behold, the power of my greatest creation to date; the Egg Titan!"

The machine turned to face Shadow and the others.

"And my hated, long-time enemies are here too! Talk about killing two birds with one stone! Well, three hedgehogs, a bat and an echidna, to be more precise."

Sonic glared at his arch-nemesis. "We've stopped you at least a thousand times before, doctor!" he declared. "We'll just add one more to the count!"

But even the cocky hero didn't sound totally certain against their greatest challenge since entering the fortress:

The Egg Titan.


	16. Ultimate Darkness

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Sixteen: Ultimate Darkness**

Red Pine and Shade blocked Mephiles from the Egg Titan, and Eggman laughed again.

"Fools! None can stand against my power now!" he chortled.

Sonic growled and stepped forward, but Shadow stopped him.

"Let's see how this plays out..." Shadow said with amusement.

Sonic nodded, and they faced the battle before them.

Shade leapt at the Egg Titan and slashed right at the faceplate, but the Egg Titan smashed it aside with speed even greater than Sonic's with the mace, slamming Shade into the wall with a loud THUD!!

Shade collapsed, groaning.

Red Pine gathered energy into his sword, and blocked the Egg Titan's initial attack with the mace, but received two powerful blasts from the mounted laser-cannons, the energy akin to Shadow's Chaos Spears, only more focused.

Red Pine fell to his knees, but pushed himself up again.

But then, Eggman fired four missiles, blowing Red Pine to smithereens.

"Hah!! So much for the Metarexs' commander!" Eggman laughed. "They've brought me nothing but trouble in the past!"

Mephiles growled, and actually managed to knock the Egg Titan over with a surge of dark energy. Mephiles picked up Red Pine's sword, summoned his own dark energy to it and turning the blade a deep, dark purple.

"Now, DIE, doctor!!" Mephiles yelled...

But the Egg Titan regained its feet so quick Mephiles hadn't even noticed it until after Eggman smashed him aside with the mace, shot him with a Chaos Laser, and then was smashed aside with all four arms.

Shadow and the others couldn't help but stare.

"Is it just me..." Sonic mumbled; "Or did Eggman take out some of the strongest guys we've ever faced in about a minute?"

"You're not daydreaming" Shadow said. "But we've still faced worse! Remember Metal Overlord? And Devil Doom? We took them down, didn't we?"

"Yeah, in SUPER form!" Sonic pointed out.

Rouge sighed. "We'll just have to take Egghead out together!" she declared.

The Egg Titan swirled over to face them.

"Now, to put the icing on my victory, I shall crush you, my most hated, long-time enemies!" he cried, and fired his laser turrets.

Everyone dodged them in time, and Shadow fired a Chaos Spear at the torso.

It hit, but did little to no damage.

The Egg Titan swung the mace at Knuckles, who did a double-punch to deflect it, but was then blown across the room by the impact of a missile.

Sonic landed a strong Homing Attack to the head, but the Egg Titan sent an electric jolt to Sonic, knocking him off.

Rouge heaved two bombs at the legs, hoping to throw it off-balance, but it didn't work. Rouge leapt in the air to attempt a Screw Kick, but the Egg Titan hit her with the mace.

Shadow rolled under the flamethrower's spewing attack, and saw Rouge go flying.

"NO!" he yelled, and leapt after her.

It was a close call, but Shadow managed to catch Rouge and place her gently on the ground.

"You okay?" Shadow asked.

"Been better" Rouge commented, and smiled at Shadow.

"Thanks for the save... again" she said with a wink.

"Anytime" Shadow replied with a smile, and they leapt back into the battle.

"How lovely" Eggman mocked. "Too bad the moment has to come to a crushing end!" The Egg Titan swung its mace at Shadow and Rouge.

Shadow rolled into a ball and knocked the mace, stopping it, and Rouge kicked it so hard it flung back and hit the robot in the face, making it stumble.

While it stumbled, Knuckles landed a punch to the robot's head, and Amy smashed the legs with her hammer, and Sonic hit it with another Homing Attack.

"What the-?!" Eggman gasped before Mephiles rose again, and knocked Eggman out the shattered wall with another energy surge.

"NOOOOOOOOO!!" Eggman cried, falling off the mountain.

Mephiles snorted. "That's one little nuisance disposed of" he growled, and faced Shadow.

"Now, to finish you fools!!"

They readied into battle stances again, but to their dismay, Eggman's robot flew back in.

"You nimrods!" Eggman snarled. "I'm not so easily beaten with my new powers!"

"He's persistent, you gotta give him that" Sonic mused.

"Damn this over-inflated windbag!!" Mephiles growled.

The Egg Titan swung wide with its mace, but only hit Mephiles and Knuckles with it.

Shadow and Sonic used a Homing Attack on the robot's back, but were knocked aside with the flame-thrower.

Rouge tried a Drill-Kick from above, but the Egg Titan rolled away, and knocked her aside with a missile.

Mephiles roared in fury, formed a stone-looking blade, and slashed at the Egg Titan's leg.

Eggman chuckled, and simply kicked Mephiles aside.

Shadow then had an idea...

He jumped in front of the Egg Titan's missile launchers, hoping they'd fire before another weapon attacked...

And they did.

Shadow knocked the missiles aside, and they fell and crashed onto the Egg Titan, weakening the armor on the left knee and on laser-cannon.

"Huh?!" Eggman stuttered before Rouge kicked the laser cannon off.

"It's... it's nothing! This won't impede my victory!" Eggman mumbled, but Mephiles slashed the left leg off, making the robot stumble on the right leg.

"Whoa..." Eggman had time to say before Sonic, Knuckles and Amy all hit the robot out the window again.

Before the Egg Titan could activate its flying engines however, Shadow hit them both with a Chaos Spear, sending the Egg Titan careening off the mountain.

"Alright, Mephiles" Shadow said. "Let's end this."

"But of course!" Mephiles growled, blade pointed at them.

But, once again, the Egg Titan flew in, this time supported by jets on the feet.

"Did you think I've learned nothing from my failed inventions?!" Eggman growled before hitting Amy, Mephiles and Shadow with a laser beam.

Shadow pushed himself to his feet again to see Rouge and Sonic attack the front together while Knuckles attacked the back.

This seemed impossible; no matter how hard they hit this thing, it came back at them! Even with help from Mephiles, this wasn't going too well.

Sonic and Knuckles were hit by the mace again, and Mephiles moved in to attack again just as Rouge was hit with the laser again.

Shadow snarled, and gathered all his anger to his head, and gathered that energy, and fired a Chaos Lance right through the Egg Titan's torso.

"Nice hit, Shad" Rouge complimented.

But Eggman laughed. "Fools! The Egg Titan is powered by Chaos Energy! They work independently; the robot does not need to be whole in order to operate so long as the chassis and Emeralds remain intact"

This caused dismay, but Tails whispered something to Sonic over the comm., and Sonic approached the fallen laser cannon.

"So, basically, this should have enough power to still shoot, right?" Sonic said with a smile.

Shadow approached the cannon, and charged it with his own Chaos Energy.

"Oh no..." Eggman said, trying to hobble away...

But was caught in a devastating ray, practically tearing the Egg Titan away, leaving only Eggman, the cockpit, and smoldering armor remains.

"This isn't the end!!" Eggman said, and ejected out, and flew away.

Shadow breathed in deeply, as did the others.

"I actually thought Egghead was going to win there for a sec!" Rouge admitted.

"Give the bastard credit; he improves, occasionally" Shadow said.

Mephiles chuckled. "Now, where were we?" he said quietly...

And then spun around and kicked Sonic and Knuckles aside.

Amy charged Mephiles, but was slammed against the wall with Mephiles' energy, and then the evil creature rear-kicked Sonic away.

Shadow hit Mephiles with a Homing Attack, but the dark being spread out his arms, and a shockwave knocked them all to the floor.

"I don't have time for this!!" Mephiles growled. "The ritual begins in 40 minutes!!"

Mephiles snatched the Chaos Emeralds from the fallen Egg Titan.

"Six Emeralds will have to do!" he said, and vanished.

Shadow got back up. "We have to go after him!" he snarled. "Tails, where is he?"

"Go out the left window; there should be a path that leads to the top where Mephiles is" Tails advised. "Be careful though; Black Arms elites and Shadow Androids guard the path."

"Eggman's mechs still serve Mephiles?" Shadow mused, already heading out the window.

"Just the ones at the fortress here" Tails affirmed. "Mephiles had direct control over the factions here, after all."

They hurried up the narrow path, smashing aside all opposition. They finally reached the top, and saw Mephiles setting the two Chaos Emeralds with four others which surrounded the Master Emerald. They were all hovering around an elaborate yet dark altar.

Shadow pulled out the final Emerald; if Mephiles got this, his chances of reuniting with the Flames of Disaster were certain.

"Guys, try and hold him off for a second" Shadow said. "I need some time to focus my powers."

Without question, they all hurried to engage Mephiles. Rouge lingered a bit, staring at Shadow, but then joined the others.

"Don't you fools ever give up?!" Mephiles growled, and attacked them.

Rouge attempted a jump kick, but Mephiles casually knocked her aside. Amy attempted a hammer-slam, but Mephiles grabbed the mallet, and used it to swing Amy around and hurl her against a boulder on the mountain. Sonic and Knuckles attacked at once, but Mephiles blew them aside with dark energy.

Mephiles was about to stab Amy, but Sonic rose again in desperation and knocked her aside.

"No one... touches... Amy!!" Sonic panted, a fire in his eyes.

"Now there's a similarity we share, Sonic; I said the same about Rouge" Shadow spoke.

Mephiles faced his nemesis, and found Shadow glowing blue with energy.

Shadow froze time with his red Chaos Emerald, and rapidly attacked Mephiles.

When time returned to normal, Mephiles was hurled to the ground, panting and feeling excruciating pain.

"No... I shall not be defeated!!" he yelled, and summoned greater dark energy...

Five large, dark monsters were spawned from the dark energy. Soon, about twenty hovering Eggman mechs joined them, as well as a dozen standard Black Arms troops.

"Get them!!" Mephiles yelled.

Shadow moved in to engage them, and killed about half of his enemies before his energy ran out.

In desperation, all the remaining mechs flew at Shadow, who took them down with Chaos Spears...

But one managed to knock the Emerald out of Shadow's grasp, and crash on it. The others followed suit, burying the Emerald under flaming scrap.

"Damn it!" Shadow growled.

Mephiles ran for the pile.

"I MUST have that Emerald!!" he growled. "ATTACK HIM!!"

The troops attacked Shadow, but Sonic, Rouge, Amy and Knuckles met them first.

"Get the Emerald, Shadow!" Rouge called, and kicked away a Black Arms soldier.

Mephiles was going through the pile, with only 22 minutes left before Iblis had to be summoned.

Mephiles looked up at Shadow, and chuckled.

"A pity you didn't join me, Shadow" Mephiles said softly. "We could've been invincible, and those you cared for and loved..." Mephiles motioned at Rouge; "They would be spared!"

"I'd rather die and rot in dung than serve the likes of you!" Shadow declared.

"Very well, then. Shade, come to me!!" Mephiles cried, and the echidna reappeared, healed up a bit.

"Finish Shadow!" Mephiles ordered.

Shadow growled, and clashed with his echidna-equivalent again.

The two went at it like crazy, neither finding an opening.

Shadow slammed Shade, and Shade slashed Shadow, both being worn down slowly...

But then, Rouge appeared, and kicked Shade aside.

"Rouge, this is my fight!" Shadow said.

Rouge shrugged. "He had you outnumbered last time" she said with a smirk. "Let's see how HE likes it!"

Sonic followed, and punched Shade three times in quick succession, and Knuckles kicked the echidna down.

Shadow chuckled, dodged Shade's next attack, and kneed the echidna in the stomach.

Amy appeared, and slammed the echidna with her hammer, and Sonic and Knuckles slammed into Shade at once, and Rouge kicked the echidna in the back of the head again.

Shade was on his knees, panting, much like how Shadow had during their first fight.

Shadow kicked the echidna in the stomach, and finished Shade with a Homing Attack.

They all turned their attention to Mephiles, 2 minutes were all that remained.

Mephiles desperately dug for the final Chaos Emerald.

"Give it up, Mephiles!" Shadow yelled.

Mephiles only laughed.

"You are fools!" he chortled. "I don't think you understand just what you bargained for when you came here!"

Mephiles clapped his hands, and suddenly, about 2,000 Shadow Androids and 1,000 Metarex soldiers stood before them.

"Oh my GOD!!" Amy pouted. "They just keep coming!"

Mephiles cackled evilly, and returned to his search.


	17. The Flames of Disaster

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Seventeen: The Flames of Disaster **

Shadow and the others faced the 3,000 strong enemies standing before them.

"Well, I guess no one expected less" Shadow said heavily. "Although, this is still exhausting."

"No kidding" Sonic added.

"I'm with you on this one" Knuckles grumbled, actually wanting a break from fighting for once.

"Mephiles is a little baby; he only fights when he has his big-bad helpers to defend his little ass!" Rouge snapped.

But then, a large, metallic figure came up the mountainside. At first, they all thought it was Eggman again, but it was much too short and stocky.

It was Omega.

"As ordered by G.U.N., I am here to assist" he said in his monotone voice.

Two more figures arrived next.

"What, did everyone get the invitations?" Sonic joked.

"Wait... we know you!" Amy said, pointing at the two newcomers.

It was Silver the Hedgehog and Blaze the Cat.

"Well met!" Silver greeted.

Blaze only nodded in greetings, but offered Sonic a small smile, as they had worked together once before (thankfully, Amy didn't notice).

Silver picked up about ten Shadow Androids with his psychic powers, and slammed them all together, destroying them. Then Blaze charged in and set a dozen Metarex on fire and Omega fired upon his opponents.

"More help is coming, Shadow" Omega explained. "You must hurry!"

True enough, Espio the Chameleon arrived as well with about thirty G.U.N. agents behind him wielding katanas.

"Move out!" Espio yelled, and hit an oncoming Shadow Android with a ninja-star.

Shadow couldn't help but smile; this was practically a miracle.

Then he, Rouge, Sonic, Knuckles, and Amy went after Mephiles.

They found him tearing away at the scrap, only 47 seconds left before the ritual began.

But then, to their great dismay, Mephiles unearthed the red Chaos Emerald.

"YES!!" Mephiles cried in glee, and ran towards the altar.

"Stop him!!" Shadow shouted, firing a Chaos Spear.

Mephiles bellowed, and in desperation, gathered energy and flung the Chaos Spear back at them, knocking Shadow and Rouge down.

20 seconds left.

Sonic ran up to Mephiles, and tried a Homing Attack, but Mephiles leapt away, and kicked Sonic down, picked him up, and threw his down the mountain path.

14 seconds...

Knuckles hit the ground to try and stop Mephiles, but the dark creature merely hovered above it and towards the altar, and fired a sharp projectile back at Knuckles over his shoulder, throwing the echidna off.

10 seconds...

Amy threw her hammer with all her might, but Mephiles deflected it.

9...

They all ran towards Mephiles, but he impeded them briefly with a sudden, dark wall in their path.

7...

Knuckles snarled, and shattered the barrier, and they ran on...

5...

Mephiles was in sight again...

4...

The Emeralds began to glow with energy summoned by Mephiles...

3...

Shadow cried out, and fired a Chaos Spear...

2...

Mephiles deflected it, and began to chant dark verses...

1...

0.

The Chaos Emeralds and the Master Emerald glowed in harmony, and they combined their light, and shot a beam into the sky, and tore a hole through the air itself, seemingly.

"NO!!" Shadow cried out.

They all heard a loud, growling sound coming from the hole, and bright, hellish-red flames shot out, and embraced Mephiles.

The dark being was almost beside himself...

The fire entered Mephiles, and then Mephiles swelled slightly with power, and his fingers became longer, and turned into claws.

Mephiles glowed a dark red, and deep within his eyes, a hellish glow emanated.

"Ahh... such glorious power!" Mephiles said happily (well, a sadistic, bad happy, but still happy). "The Flames of Disaster! Finally, we are reunited!"

Shadow and the others stared in disbelief...

And hopelessness.

"FINALLY!" Mephiles continued, "THE UNIVERSE SHALL CRUMBLE BENEATH OUR WRATH!!"

Mephiles laughed manically, and blasted Shadow and the others aside with an enormous wave of fiery energy.

They all fell, groaning.

Mephiles cackled, and rose his hands, and suddenly, geysers of black fire rose from the ground, destroying nearly all the Shadow Androids and Metarex and knocking Silver, Blaze, Omega and the G.U.N. agents on their backsides.

"ALL SHALL BE DESTROYED!!" Mephiles declared, and slowly walked towards Shadow.

"Now, my dear nemesis" Mephiles chuckled; "I finish you in a fashion similar to what you did to me; leaving nothing but a puddle of remains!"

Mephiles summoned another blade (this one was half-hidden in black flames), and pointed it right at Shadow's head.

"No!!" Rouge yelled, and kicked Mephiles away.

Sonic, Knuckles and Amy followed, and attacked Mephiles at once, but the attack did little more than take Mephiles' attention for about a second.

Mephiles knocked them all aside with a forceful energy surge, and was about to behead them all at once, but they recovered in time to all drop on their stomachs.

"Knuckles, get to the Master Emerald! Try and use it to weaken him!" Shadow yelled.

Knuckles nodded, and headed for the altar.

Shadow could tell Mephiles and the Flames of Disaster weren't at full strength, but they would in a matter of time only.

Shadow rolled into a ball and knocked Mephiles back a bit, but the dark being lifted Shadow with a gesture of his hand, and slammed Shadow on the ground.

Amy and Sonic attacked together. Mephiles blasted Sonic aside with a burst of energy, but Amy managed to get two good hits on the head.

Mephiles growled, and kicked Amy about fifty feet away, and was about to move in again, but Sonic landed a Homing Attack on Mephiles just in time.

"CURSED FOOL!!" Mephiles shouted, and blasted Sonic with so much force it broke two of Sonic's ribs and an arm.

"Sonic!!" Amy said, but was hit with by a whip of blood-red fire from Mephiles.

"Fools!!" Mephiles laughed. "This is but a fraction of the power Iblis and I shall soon share!"

But then, a green energy struck Mephiles, and the flames around him shrunk slightly.

"What?!" Mephiles growled in dismay.

"Guys, I've weakened his powers and restrained Iblis a bit!" Knuckles said, focusing hard on the Master Emerald's energy. "Now's the time to strike!"

Silver, Blaze, Espio and Omega were about to help, but more enemy reinforcements arrived from the base, including a dozen Black Arms giants and the last of the Shadow Androids.

Shadow and Rouge, the only ones now fit enough to fight, moved in to engage Mephiles.

Rouge kneed Mephiles and kicked him down, but Mephiles retaliated by knocking her aside with a dark blast of energy.

Shadow knocked Mephiles away from Rouge with a Homing Attack and then rolled away to dodge Mephiles' counter-attack.

"Chaos SPEAR!!" Shadow shouted, firing the energy.

Mephiles fired his own powerful energy, and the projectiles collided with great force.

Rouge charged at Mephiles, but the dark being knocked her aside.

Shadow then had an idea...

If he could reach the Chaos Emeralds and become Super Shadow...

They could end this.

But Mephiles still held the red Emerald...

"Rouge! Try and get the Chaos Emerald from him, then toss it to me!" Shadow said.

Rouge nodded, and attacked Mephiles with renewed vigor while Shadow ran towards the altar.

He met Knuckles there, still concentrating on the Master Emerald.

"How much... longer... Shadow?!" Knuckles said, obviously tiring from his task.

"Just until I can get into Super form. I should be able to take it from there" Shadow replied.

"You put... way too much faith into... bat-girl" Knuckles said. "What if... she just takes the Emerald down there... and flies off without you? Doesn't seem too... out of character for her..."

"Maybe for you, but it's different for me" Shadow growled.

Knuckles scoffed. "Yeah? How?" he asked.

Shadow was silent.

But then, he admitted quietly; "I love her, and I'm certain she loves me."

Knuckles didn't hear Shadow, though.

Rouge finally knocked the Chaos Emerald out of Mephiles' grasp. "Shadow, catch!" she said, and threw it up at Shadow.

"No!! Fools!" Mephiles snarled, and went up to attack.

Shadow gathered the Seven Emeralds while Knuckles went away from the Master Emerald and flew at Mephiles...

But was knocked aside as casually as a fly is swatted.

But the energy was coursing through Shadow now, and he glowed golden.

Super Shadow flew up, and smashed into Mephiles with amazing speed and power.

"Chaos LANCE!!" Shadow shouted, and fired two red, long beams of energy at Mephiles.

The dark being growled, and fired two long, dark-glowing beams covered in blood-red flames to meet them.

They collided, and made a large explosion, blowing off a large portion of the mountain.

Mephiles made a long, dark blade covered in black flames emerge from each hand, and then he struck at Shadow.

Shadow warped behind Mephiles, and slammed the dark being into a rock so hard it was smashed into pebbles.

Mephiles kicked Shadow away, and they both flew into the skies.

They smashed into each other and hurled all kinds of energy at each other, lighting up the early-dawn sky with their battle.

But Shadow knew that if he didn't destroy Mephiles now, then not even his abilities as Super Shadow would be enough to stop Mephiles' and Iblis' full power.

Shadow dove down and took a katana from a fallen G.U.N. agent, infused it with some Chaos Energy, and used it to block Mephiles' next blade attack.

Then, Shadow smashed Mephiles into the ground, shaking the ground.

The two of them stood on the ground now, facing each other, neither one blinking.

"Now, Shadow, we see who's the stronger" Mephiles hissed. "But once Iblis and I have obtained full power, even time itself shall collapse!"

Shadow smirked. "If you even live long enough to make that happen!" he retorted.

Mephiles rose his blades, and Shadow raised his.

They leapt at each other, and slashed at their opponent.

One made a glancing, non-lethal blow, the other made a critical hit to the heart...

They both faced each other...

Shadow sent energy to heal the slash Mephiles had landed, and Mephiles...

His body crackled, and exploded, sending shards in all directions.

It was done.

Mephiles was defeated.


	18. Unimpeded LoveEpilogue

Chapter Eleven: The Fortress of Ultimate Darkness

**Chapter Eighteen: Unimpeded Love**

Shadow gently flew over to Knuckles, and helped him to the Master Emerald.

"Try and seal the porthole on my cue" Shadow told the weary echidna.

Knuckles nodded, too tired to care anymore that someone he hated was giving him instructions.

Shadow then approached the place where Mephiles had stood before his destruction;

A large, orb-shaped flame hovered there. It roared faintly at Shadow.

"Not so tough now, eh Iblis?" Shadow mocked, and used Chaos Energy to grab Iblis and hurl him into the hole.

"Knuckles, now!" Shadow ordered.

Knuckles gathered up his remaining energy, and sealed it shut, the task much easier than opening it.

Shadow nodded: all was in order now.

Silver, Blaze, Espio, the G.U.N. agents and Omega, meanwhile, had finished their opponents. Shadow flew over to them.

"Well fought, Shadow" Espio said with a ghost of a smile. "I couldn't have done better."

Silver nodded in agreement. "Let's just hope that's the last we hear of Iblis" he said exasperatedly.

"Amen" Shadow said without expression. "Now come here; some of these guys need medical attention."

Everyone rushed over to Sonic, Amy, Rouge and Knuckles. Sonic was hurt the worst, and they patched him up as best they could. Amy insisted she come with them and watch over Sonic.

"Well, I dunno..." a G.U.N. agent (trained in medicine) said. "He'll need plenty of rest..."

"No... it's alright" Sonic insisted. "I'd like her there... we need to Ouch spend time together anyway, eh?"

Amy smiled at him, and hugged him gently.

Shadow just rolled his eyes.

Rouge was okay, and Knuckles just needed some help to be escorted out from his exhaustion.

Shadow had nearly forgotten Tails, and spoke to him over the comm. "Tails?"

"Yeah?" the fox asked.

"It's over; we've beaten Mephiles" Shadow reported.

"AWESOME!!" Tails exclaimed over the link, making Shadow flinch. "Is everyone okay?"

"Sonic has some broken bones, but he'll be okay. Other than that, we're all just tired" Shadow answered.

"Okay. Oh, by the way, we beat the Egg Fleet!" Tails reported.

"Really?" Shadow said, not sounding as pleased as he really was by this news.

"Yeah! It was awesome; I hacked into a dozen different ships of theirs, and took control of them by using a copy of the signal they were all obeying! Then, while they occupied the other ships, our fleet caught them off guard and decimated them! Only about ten escaped! Then, the ships returned in time to defend a sneak attack from some Black Arms fortresses, that-"

"Yeah, yeah, that's great" Shadow grumbled and closed off the link.

Rouge was still there, staring into the night sky. She faced Shadow and smiled.

"You did good, Shad" Rouge said, walking up to him. "Maybe even your best."

Shadow smiled back. "You weren't bad either" he pointed out.

"I'm never bad!" Rouge said teasingly.

They both looked up at the sky as it became brighter and the stars began to fade from the sky. Shadow put an arm around her and Rouge rested her head on Shadow's chest.

"I love the night sky" Rouge said in a soft voice. "There's so much more to it... it makes me feel like I'm looking at the most beautiful diamonds in the universe, and I can look at them whenever I want..."

Shadow smiled down at her and gently ran a hand over Rouge's hair. The hedgehog still gleamed with his Super Energy...

"Rouge, I wanna show you something..." Shadow whispered.

"Hmm? What?" Rouge asked curiously.

"Hold on" Shadow said, and picked her up.

"Shadow, what-?" Rouge had time to ask before Shadow flew into the sky at high speed.

At first, Rouge was shocked, but got used to the feeling and started laughing in joy as the air rushed past her and knocked her hair back.

Then, they were above the planet's atmosphere, and Rouge almost gasped at the sight before her.

Stars where everywhere, and the planet before them glowed... and Rouge could still see the details... the mountains they'd just left...

"Ever looked at the planet from this distance?" Shadow asked.

"Well... almost, on the ARK, but not quite this close... yet so far..." Rouge admitted.

She was silent, and then said; "...It's beautiful..."

Shadow nodded.

"Very beautiful..."

But Rouge realized Shadow was looking at her, not the surrounding scenery...

Rouge smiled, and she moved for his lips.

Shadow leaned forward as well, and they kissed.

Shadow cradled Rouge closely, holding her firmly yet gently.

The kiss became passionate; the two lovers explored each other's mouths, enjoying every moment of their shared, fiery passion.

Finally, they broke the kiss, and looked each other deeply in the eyes.

Rouge nuzzled Shadow's white chest fur, and purred.

"Shadow... I think I'm about to fall asleep" Rouge said, her eyelids becoming heavy.

Shadow gently stroked Rouge's cheek.

"Then sleep, Rouge" Shadow said soothingly, lovingly. "I'll fly you home, my jewel... my love..."

Rouge blinked. "...Love?" she whispered.

Shadow nodded, never more certain in his life. "Yes. I love you, Rouge" he said sincerely.

Rouge smiled at Shadow. "After all we've been through together, Shadow... I love you too, I'm certain of it..."

Shadow kissed Rouge's forehead, smiling, and flew her home.

Shadow took Rouge's house-key from her pocket, locked the door behind them, and carried Rouge to her room.

She was already fast asleep.

Shadow smiled at her, and his Super Energy finally depleted.

Shadow gently lay Rouge on the bed, and tucked her in. Then Shadow removed his fire-skates, and crawled into bed next to her, and embraced his new official lover.

Rouge subconsciously put an arm around Shadow and snuggled up to him.

Shadow returned the embrace.

"Good night, my love" he whispered, and fell asleep in a loving embrace.

**T****H****E ****E****N****D**

3


End file.
